Common use of Closing Clause in Contracts

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.

Closing. On or prior to October 31a. The closing of the sale, 2016, each Investor purchase and issuance of the Securities contemplated hereby ( the “Closing”) shall cause a wire transfer in immediately available funds to be sent to occur no later than the account designated by next business day after the Escrow Agent in writing date and time at which the Securities and Exchange Commission (the “Escrow AccountSEC”) declares the Registration Statement on Form S-4 of TLG Acquisition One Corp. (“New Parent”) effective (the “Closing Date”); provided, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreementhowever, and the Company shall deliver to the Escrow Agentthat, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding notwithstanding anything to the contrary herein, the Investor may, in its sole discretion, determine not to proceed with the event any Investor fails to deposit its Closing, in which case the Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of be due and no Securities shall be issued in connection with the Company or any liability or obligation of the Purchaser with respect to such breach. Closing. b. On the Closing Date, upon confirmation that (i) satisfaction or waiver of the Escrow Account contains an amount equal conditions set forth in Section 3 below and (ii) delivery of written notice from (or on behalf of) the Issuer to the Purchase Price and that Investor (a “Closing Notice”) with respect to the other conditions to closing specified herein have been satisfied or duly waivedClosing, the Company Investor shall file deliver to the Certificate of Designations with Issuer (i) the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Subscription Amount (x) by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Issuer in the Closing Notice, to be sent held in escrow until the Closing and/or (y) cancellation or conversion of indebtedness of the Issuer, and (ii) any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Investor’s Securities, including, without limitation, the legal name of the person whose name such Securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. At the Closing, the Issuer shall issue a number of Securities to the account Investor corresponding to the Subscription Amount and subsequently cause the Securities to be registered in book entry form, free and clear of any liens (other than those arising under this Agreement or any applicable securities laws) in the name of the Company as instructed Investor (or its nominee in writing accordance with its delivery instructions) or to a custodian designated by the CompanyInvestor, as applicable, on the Issuer’s securities register, the Issuer shall cause to be delivered to the Investor evidence from the Issuer’s transfer agent evidencing the issuance to the Investor of such Securities (in the amount book entry form) on and as of the full Purchase Price. Upon receipt of Closing Date, and the Purchase Price by the Company, the certificates evidencing the Shares Subscription Amount shall be released from escrow automatically and without further action by the Issuer or the Investor. For purposes of this Agreement, “business day” shall mean any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are required or authorized by applicable law to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebe closed for business.

Closing. On The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall occur on the closing date of, and immediately prior to, or simultaneously with, the consummation of the Transaction. Upon written notice from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, Subscriber shall deliver to the Company, at least two (2) business day prior to October 31the scheduled closing date specified in the Closing Notice (the “Scheduled Closing Date”), 2016to be held in escrow until the Closing, each Investor shall cause a the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be sent released to the account designated Company against delivery by the Escrow Agent Company promptly after the Closing to Subscriber of the Securities in writing book-entry form (the “Escrow Account”or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), in an amount representing such Investor’s free and clear of any liens or other restrictions (other than those arising under this Subscription Amount as set forth on Schedule 1 Attached this AgreementAgreement or applicable securities laws). Not later than one (1) business day after the Closing, and the Company shall deliver to Subscriber the Escrow AgentSecurities in book entry form, in trustthe name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, a certificate or certificatesas applicable. In the event the Closing does not occur within three (3) business days of the Scheduled Closing Date, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of Company shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer of U.S. dollars in immediately available funds to be sent to the account specified by the Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Company as instructed in writing by Closing to occur on the CompanyScheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial 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 amount closure of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place any physical branch locations at the offices direction of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPany governmental authority so long as the electronic funds transfer systems, or at such other location and including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on such other date as the Company and the Investors shall mutually agreeday).

Closing. On The closing of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to October 31the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, 2016, each Investor shall cause a the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to be sent the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the account Subscriber or to a custodian designated by the Escrow Agent in writing (Subscriber, as applicable. In the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and event the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full closing of the Purchase Price to Transaction does not occur within ten (10) Business Days of the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016Expected Closing Date, the Company shall have promptly (but no later than ten (10) Business Days thereafter) return the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal Subscription Amount to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation, (A) 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 Section 3 of this Agreement to be satisfied or waived on or prior to the account Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the Company as instructed conditions set forth in writing by Section 3 below and (II) the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released ’s delivery to the Investors (the “Closing”). The Subscriber of a new Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNotice.

Closing. On 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 October 31the Closing Date specified in the Closing Notice (the “Scheduled Closing Date”), 2016, each Investor shall cause a (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 sent issued to the account designated by Investor, including, without limitation, the Escrow Agent legal name of the person in writing (the “Escrow Account”), in an amount representing whose name such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates Shares are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinissued and a duly executed Internal Revenue Service Form W-9 or W-8, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachapplicable. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate a number of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released issued to the Investors (Investor set forth on the “Closing”). The Closing 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 purchase and sale of 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 take place 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 offices Closing upon the delivery by SPAC of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPa 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 such home”, “shelter-in-place”, “non-essential employee” or any other location and 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 other date as the Company and the Investors shall mutually agreeday).

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to 8.1 The closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇LLP in Vancouver, British Columbia. 8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the “Option Closing Date”), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, nor less than three nor more than five business days after the giving of the notice hereinafter referred to (provided that if the Option Closing Date is the same as the Closing Date, such notice may be given not less than two business days prior to the Option Closing Date), as shall be specified in a written notice from the Lead Underwriter, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP in Vancouver, British Columbia. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing Time on the Option Closing Date. 8.3 At the Closing Time, the Corporation shall deliver to CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, in electronic or at such other location and on such other date certificated form, the Firm Shares registered in name or names as the Company Lead Underwriter may notify the Corporation not less than two business days before the Closing Date. The Lead Underwriter, on behalf of the Underwriters, shall furnish to CDS not less than two business days before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the Investors financial institution numbers of each person to whom Firm Shares are to be allocated in the book-based system. The delivery of the Firm Shares in electronic or certificated form to CDS shall mutually agreebe made against payment by the Underwriters to the Corporation of the aggregate purchase price, net of the Underwriting Fee, for the Firm Shares by wire transfer in immediately available funds as set forth in section 8.4. 8.4 Payment of the amount of the aggregate purchase price for the Purchased Shares, net of the Underwriting Fee and expenses in accordance with section 12.1, shall be effected by wire transfer in immediately available Canadian dollars payable to the Corporation or as the Corporation may otherwise direct the Underwriter in writing not later than 2:00 p.m. (Vancouver time) on the third business day immediately preceding the Closing Date.

Closing. On The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that 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 ListCo, three (3) business days prior to October 31the anticipated closing date specified in the Closing Notice, 2016, each Investor shall cause a (i) the Additional Cash by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be sent an escrow account), and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the account designated by Investor, including, without limitation, the Escrow Agent legal name of the person in writing (the “Escrow Account”), in an amount representing whose name such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates securities are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinissued and a duly executed Internal Revenue Service Form W-9 or W-8, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachapplicable. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal Company Convertible Notes shall be contributed by the Investor to ListCo, and in consideration for the Subscription Amount ListCo shall issue a number of PIPE Securities to the Purchase Price Investor set forth on the signature page to this Subscription Agreement and deliver a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the other conditions PIPE Securities to closing the Investor is contingent upon ListCo having received the Additional Cash in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified herein have in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Additional Cash to the Investor; provided that, unless this Subscription Agreement has been satisfied terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or duly waivedrelieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. In the event the Closing does not occur, the Company Convertible Notes shall file be deemed not to have been contributed by the Certificate of Designations with Investor to ListCo on the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed Closing Date and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of remain enforceable obligations against the Company as instructed in writing by the Companyaccordance with their terms. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the CompanyNew York, the certificates evidencing the Shares shall be released New York are authorized or required to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclose for business.

Closing. On or The closing of the Subscription contemplated hereby (the “Closing”) shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), which closing shall occur on the same day, and substantially concurrent with, the Acquisition Closing; provided that the Closing shall occur no earlier than immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) (the “Transaction Closing Date”). Not less than ten (10) business days prior to October 31the anticipated Transaction Closing Date, 2016the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Transaction Closing Date and the Closing Date. Subscriber shall deliver, each Investor shall cause a as promptly as practicable following receipt of evidence of issuance of the Shares described below, on the Closing Date the Purchase Price for the Shares by wire transfer of U.S. dollars in immediately available funds to be sent the account specified by 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 account 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 Escrow Agent in writing records of the Issuer’s transfer agent (the “Escrow AccountTransfer Agent”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate ) or certificates, registered in such name or names other evidence showing Subscriber as the Investors may designate, representing owner of the Shares, with instructions Shares on and as of the Closing Date (it being understood that such certificates are the delivery of items (1) and (2) as described in this sentence shall be a condition precedent to be held for release Subscriber’s obligation to deliver the Investors only upon release in full of Purchase Price). In the event that the Subscriber has not delivered the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, Issuer’s bank account specified in the event Closing Notice within one (1) business day of such funding having been initiated in accordance with this agreement (or if such Subscriber has not initiated funding of the Purchase Price within one (1) business day of the Closing), any Investor fails to deposit its Subscription Amount book entries in the Escrow Account name of Subscriber shall be 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 full and on time by October 31New York, 2016New York, the Company shall have the right as a non-exclusive remedy Cayman Islands or Singapore are authorized or required by law to terminate this Agreement immediately as to such Investorclose. In the event of any such termination, such Investor’s rights and status as an Investor hereunder the Transaction Closing Date does not occur within two (including without limitation 2) business days after the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the expected Transaction Closing Date, upon confirmation that the Escrow Account contains an amount equal to Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Subscriber by wire transfer of U.S. dollars in immediately available funds to be sent to the account of the Company as instructed in writing specified by the CompanySubscriber, and any book entries in the amount name of the full Purchase Price. Upon receipt Subscriber shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of the Purchase Price by the Company, the certificates evidencing funds shall not terminate this Subscription Agreement or relieve Subscriber of its obligation to purchase the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices Closing upon delivery of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at such other location Closing, Subscriber shall deliver to Issuer a duly completed and on such other date as the Company and the Investors shall mutually agreeexecuted Internal Revenue Service Form W-9 or appropriate Form W-8.]

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”), substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. (b) At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to October 31the Closing Date as set forth in the Closing Notice, 2016Subscriber shall deliver the Purchase Price (subject to adjustment as described below) for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, each Investor and such funds shall cause a be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. The aggregate Purchase Price set forth on the signature page hereto shall be reduced by an amount equal to the product of (x) the number of Redeemed Shares that Subscriber owns at the time of the Closing that, after the date hereof, have been withdrawn from being subject to the Redemption Obligation and that otherwise would have been redeemed and are not included as Recycled Shares as such term is defined in the Forward Purchase Agreement (as defined below) multiplied by (y) the Redemption Price (the “Redemption Adjustment Amount”). To the extent that the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page, Subscriber shall not deliver any Purchase Price to the Company for the Subscribed Shares, and the Company shall instead deliver on the Closing Date the amount by which the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page to Subscriber by wire transfer of United States dollars in immediately available funds to such account as Subscriber specifies to the Company from the Company’s Trust Account. In this regard, Subscriber hereby represents to the Company that it is not the owner of any Redeemed Shares as of the date hereof. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the account designated by Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Escrow Agent in writing (the “Escrow Account”)Company, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Agreement, Section 2 and Subscriber and the Company shall deliver remain obligated to consummate the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only Closing upon release in full satisfaction of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, conditions set forth in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the amount general transaction of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebusiness.

Closing. On or prior to October 31The closing of the sale, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to purchase and issuance of the account designated by the Escrow Agent in writing PIPE Securities contemplated hereby (the “Escrow AccountClosing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), in an amount representing such that 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’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company Investor shall deliver to ListCo, three (3) business days prior to the Escrow Agentanticipated closing date specified in the Closing Notice, any other information that is reasonably requested in trustthe Closing Notice in order for the PIPE Securities to be issued to the Investor, a certificate or certificatesincluding, registered without limitation, the legal name of the person in whose name such name or names as the Investors may designate, representing the Shares, with instructions that such certificates securities are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinissued and a duly executed Internal Revenue Service Form W-9 or W-8, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachapplicable. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal ListCo shall issue a number of PIPE Securities to the Purchase Price Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and that subsequently cause the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds Shares to be sent to the account registered in book entry form, free and clear of the Company as instructed in writing by the Companyall liens (other than those arising under applicable securities laws), in the amount name of the full Purchase PriceInvestor on ListCo’s share register. Upon receipt In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the Investor ARYA Shares (as defined below) in connection with the consummation of the Purchase Price by the CompanyTransaction in accordance with Section 16 hereof. For purposes of this Subscription Agreement, the certificates evidencing the Shares “business day” shall be released mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclose for business.

Closing. On The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction. Following written notice from (or on behalf of) the Company to the undersigned (the “Closing Notice”) that the Company reasonably expects (i) all conditions to the closing of the Transaction to be satisfied or waived and (ii) the Closing to occur on a date that is not less than five (5) business days from the date of the Closing Notice, the undersigned shall deliver to the Company, at least two (2) business days prior to October 31the anticipated Closing date specified in the Closing Notice (the “Closing Date”), 2016or such other time agreed to between the Company and the undersigned, each Investor shall cause a the subscription amount for the Shares by wire transfer of United States dollars in immediately available funds to be sent the account specified by the Company in the Closing Notice against delivery to the account designated by undersigned of the Escrow Agent Shares in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount book entry form as set forth on Schedule 1 Attached this Agreement, and in the following sentence. The Company shall deliver (or cause the delivery of) (i) the Shares in book entry form to the Escrow Agentundersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by undersigned, as applicable, as indicated below and (ii) written evidence from the Company’s transfer agent reflecting the issuance of such Shares on and as of the Closing Date. This Subscription Agreement shall terminate and be of no further force or effect, without any liability to either party hereto, if the Company notifies the undersigned in trust, a certificate or certificates, registered in such name or names as writing that it has abandoned its plans to move forward with the Investors may designate, representing Transaction. If this Subscription Agreement terminates following the delivery by the undersigned of the purchase price for the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have promptly (but not later than two (2) business days thereafter) return the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal purchase price to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeundersigned.

Closing. On or prior With respect to October 31each Acquired Companies Acquisition, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent subject to the account designated satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Escrow Agent in writing (Party entitled to waive the “Escrow Account”)applicable Closing Condition, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, the closing of the sale of the Interest and the Company shall deliver to the Escrow Agent, in trustconsummation of such Acquired Companies Acquisition (each, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares ) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Seller (or at such other location and on such other date place as the Company 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 but 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 Investors Parties in writing, the Closing shall mutually agreebe 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. The Closing of any Acquired Companies Acquisition may occur simultaneously with the Closing 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 partial termination of this Agreement with respect to the Acquired Companies Acquisition with respect to which the Closing is to occur.

Closing. On The closing of the sale of the Property by Seller to Purchaser (“Closing”) shall occur on the first business day following the expiration of thirty (30) days from and after the date of the auction event at which the Property is being sold, or prior such earlier date to October 31which Purchaser and Seller may agree (in either event, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place occur at the offices of the Title Company or, at Seller’s option, at the office of a closing attorney designated by Seller in its sole discretion. At Closing, among other requirements set forth herein, Purchaser shall deliver the Purchase Price to Seller in accordance with Section 3 hereinabove and, if applicable, the amount set forth in Section 32 hereof for the personalty to be conveyed hereunder, and Seller shall deliver the Deed and, if applicable under Section 32 hereof, the Bill of Sale, to Purchaser. In addition, Purchaser and Seller shall execute an assignment and assumption of any Leases and Service Contracts (the "Assignment and Assumption") in a form satisfactory to Seller in its sole discretion, assigning and transferring to Purchaser without warranty by or recourse against Seller, Seller's interest in and under any and all (1) tenant leases in force on the Closing Date covering the Property or any portion thereof (the "Leases"), together with all rentals and other payments arising therefrom on and after the Closing Date, and (2) contract agreements in force on the Closing Date with respect to the operation, maintenance and use of the Property (the "Service Contracts"), together with all rights and obligations of Seller arising from the Leases and the Service Contracts on and after the Closing Date. If either party fails to close the sale under the terms of this Contract, the non-defaulting party will be entitled to exercise the remedies provided in Section 16 hereof. Any extension of the Closing Date must be in writing and executed by ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPand Seller in advance of the scheduled Closing Date. Notwithstanding the foregoing, Seller shall have the right, in its sole discretion, to extend the Closing Date for a period of up to ( ) days as it may deem necessary or at such other location and on such other date as the Company and the Investors shall mutually agreeappropriate.

Closing. On or The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to October 31(but subject to), 2016the consummation of the Transactions (the date of the Closing, each Investor the “Closing Date”). Upon written notice from (or on behalf of) the Issuer and the SPAC to Subscriber (the “Closing Notice”) at least ten (10) Business Days prior to the date that the Issuer and the SPAC reasonably expect all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), Subscriber shall cause a deliver to the Issuer no later than three (3) 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 be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, Issuer and the Company shall deliver to SPAC in the Escrow AgentClosing Notice, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are funds to be held for release by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the Investors only upon release in full of fifth (5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but no later than two (2) Business Days thereafter) return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a 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 sent 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 account Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the Company as instructed conditions set forth in writing by this Section 3. At the CompanyClosing, in the amount upon satisfaction (or, if applicable, waiver) of the full Purchase Price. Upon receipt of the Purchase Price by the Companyconditions set forth in this Section 3, the certificates evidencing Issuer shall issue to Subscriber (or the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase funds and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.accounts designated by Subscriber if so

Closing. On or The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to October 31(but subject to), 2016the consummation of the Transactions (the date of the Closing, each Investor the “Closing Date”). Upon written notice from (or on behalf of) the Issuer and the SPAC to Subscriber (the “Closing Notice”) at least ten (10) Business Days prior to the date that the Issuer and the SPAC reasonably expect all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), Subscriber shall cause a deliver to the Issuer no later than three (3) 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 be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, Issuer and the Company shall deliver to SPAC in the Escrow AgentClosing Notice, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are funds to be held for release by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the Investors only upon release in full of fifth (5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but no later than two (2) Business Days thereafter) return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a 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 sent 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 account Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the Company 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 Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as instructed in writing 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 CompanyIssuer, 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 Day” means any day that, in the amount of the full Purchase Price. Upon receipt of the Purchase Price New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by the Company, the certificates evidencing the Shares shall be released law or regulation to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclose.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds If the minimum number of Conversion Shares permitted to be sent to sold in the account designated by Reorganization on the Escrow Agent in writing (basis of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreementmost recently updated Reorganization appraisal are subscribed for at or before the termination of the Offerings, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waivedthe completion of the Reorganization are satisfied, the Holding Company shall file agrees to issue the Certificate Shares on the Closing Date (as hereinafter defined) against payment therefor by the means authorized by the Plan and to deliver certificates evidencing ownership of Designations with the Registrar of Corporations. Upon confirmation that Conversion Shares in such authorized denominations and registered in such names as may be indicated on the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent subscription order forms directly to the account of purchasers thereof as promptly as practicable after the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”)Closing Date. The Closing of the purchase and sale of the Shares shall take place be held at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPspecial counsel to the Primary Parties, or at such other location place as shall be agreed upon among the Primary Parties and the Agent, at 10:00 a.m. on a business day selected by the Holding Company which business day shall be no less than two business days following the giving of prior notice by the Holding Company to the Agent or at such other time as shall be agreed upon by the Primary Parties and the Agent. At the Closing, the Primary Parties shall deliver to the Agent in same-day funds the commissions, fees and expenses owing to the Agent as set forth in Sections 4 and 8 hereof and the opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus. The Holding Company shall notify the Agent when funds shall have been received for the minimum number of shares of the Common Stock. The date upon which the Holding Company shall release the Conversion Shares for delivery in accordance with the terms hereof is referred to herein as the "Closing Date." As soon as practicable after the Closing Date, the Holding Company and the Investors Bank shall mutually agreecause a letter of transmittal to be mailed to each Public Stockholder advising such Public Stockholder of the terms of the Exchange offering and the procedure for surrendering to an agent, duly appointed by the Holding Company (the "Exchange Agent"), the certificates evidencing shares of Bank Common Stock issued and outstanding as of the Closing Date. Upon surrender of each such certificate to the Exchange Agent, the Holding Company agrees to issue to the holder thereof or his or her designee a certificate or certificates representing the number of full Exchange Shares based on the Exchange Ratio.

Closing. On or The closing of the 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 October 31the anticipated closing date of the Transaction (the “Closing Date”), 2016the Company shall provide written notice to Subscriber (the “Funding Notice”) of the anticipated Closing Date, each Investor the Applicable Purchase Price for the Shares and instructions for wiring the Applicable Purchase Price for the Shares. For the purposes hereof, “Business Day” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to close. No later than 5:00 PM EST on the date that is two (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 cause a deliver to the Company the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent Company in writing 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 “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions set forth on Schedule 1 Attached in this AgreementSection 3, and the Company shall deliver to Subscriber the Escrow Agent, Shares in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinbook-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. In the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and closing of the Business Combination does not occur on time by October 31, 2016the Closing Date, the Company shall have promptly (but not later than two (2) Business Days thereafter) return the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Applicable Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeSubscriber.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) At least two Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to October 31the Closing Date as set forth in the Closing Notice, 2016Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, each Investor for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall cause a be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the account designated by Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Escrow Agent in writing (the “Escrow Account”)Company, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Agreement, Section 2 and Subscriber and the Company shall deliver remain obligated to consummate the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only Closing upon release in full satisfaction of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, conditions set forth in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the amount general transaction of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebusiness.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to The closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Acquired Shares contemplated hereby (the “Closing”) shall take place occur on the closing date of the Transaction (the “Closing Date”) and shall occur substantially concurrently with, the closing of the Transaction. Upon delivery of written notice from (or on behalf of) B▇▇▇▇ or Target to the Investor (the “Closing Notice”), that B▇▇▇▇ and Target reasonably expect all conditions to the closing of the Transaction to be satisfied or waived on an expected closing date that is not less than ten (10) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to B▇▇▇▇ at least five (5) business day prior to the offices closing date of the Transaction, the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by B▇▇▇▇ in the Closing Notice. On the Closing Date, B▇▇▇▇ shall issue the Acquired Shares to the Investor and promptly cause such Shares to be registered in restricted, book entry form in the name of the Investor on B▇▇▇▇▇’▇ share register. In the event the closing of the Transaction does not occur within five (5) business days of the expected closing date in the Closing Notice, unless otherwise agreed by B▇▇▇▇▇ ▇▇▇▇, Target and the Investor, B▇▇▇▇ & ▇▇▇shall promptly (but not later than two (2) business days 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 book entries or share certificates shall be deemed cancelled; provided, however, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligations to purchase the Acquired Shares at the Closing. 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. Prior to or at the Closing, Investor shall deliver to B▇▇▇▇ LLP, a duly completed and executed Internal Revenue Service Form W-9 or at such other location and on such other date as the Company and the Investors shall mutually agreeappropriate Form W-8.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to October 31the Closing Date as set forth in the Closing Notice, 2016Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, each Investor for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall cause a be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the account designated by Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Escrow Agent in writing (the “Escrow Account”)Company, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Agreement, Section 2 and Subscriber and the Company shall deliver remain obligated to consummate the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only Closing upon release in full satisfaction of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, conditions set forth in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the amount general transaction of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebusiness.

Closing. On The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and 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 October 31the anticipated closing date specified in the Closing Notice (the “Closing Date”), 2016, each Investor shall cause a (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to be sent to the account designated account(s) specified by SPAC in the Escrow Agent Closing Notice and (ii) the legal name of the person in writing (the “Escrow Account”), in an amount representing whose name such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates Shares are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinissued and a duly executed Internal Revenue Service Form W-9 or W-8, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachapplicable. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal SPAC shall issue a number of Shares to the Purchase Price Investor set forth on the signature page to this Subscription Agreement and that the subsequently cause such Shares to be registered in book entry form, free and clear of any liens or other conditions to closing specified herein have been satisfied or duly waivedrestrictions whatsoever (other than those arising under this Subscription Agreement, the Company shall file organizational documents of SPAC or state or federal securities laws) in the Certificate name of Designations the Investor (or its nominee in accordance with its delivery instructions) and as promptly as practicable after the Registrar Closing, on and as of Corporationsthe Closing Date, on SPAC’s share register; provided, however, that 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. Upon confirmation that If the Certificate of Designations has been filed and has become effectiveClosing does not occur within three (3) business days following the Closing Date specified in the Closing Notice, the Escrow Agent SPAC shall promptly cause a (but not later than one (1) business day thereafter) return the Subscription Amount in full to the Investor by wire transfer of United States dollars in immediately available funds to be sent to the account funds, and any book entries of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released 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 the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclose.

Closing. On or a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur immediately prior to October 31thereto. The Closing and the closing of the Transaction shall occur on December 30, 2016, each Investor subject to extension upon five (5) business days’ prior written notice to Subscriber (such date, including as so extended, the “Closing Date”). At least three (3) business days prior to the Closing Date, Subscriber shall cause a deliver to the Company, to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to be sent the account specified by the Company in Annex B hereto. Immediately prior to the account designated closing of the Transaction on the Closing Date, (a) the Purchase Price shall be released from escrow automatically and without further action by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementCompany or Subscriber, and (b) upon such release, the Company shall deliver to Subscriber (i) the Escrow AgentAcquired 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 trustthe name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, a certificate as applicable, and (ii) written notice from the Company or certificatesits transfer agent evidencing the issuance to Subscriber of the Acquired Shares on and as of the Closing Date. In the event the Closing does not occur on the Closing Date, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of Company shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the Company and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Escrow Agent. Notwithstanding anything Company and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, Transaction; (iii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the right as Closing; (iv) the Company shall have obtained approval of the NASDAQ to list the Acquired Shares (other than the Series B Acquired Shares), subject to official notice of issuance; (v) the Company shall have filed the Certificate of Designation relating to the Series B Preferred Stock with the State of Delaware; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a non-exclusive remedy proceeding seeking to terminate this Agreement immediately as to such Investor. In the event of impose any such terminationrestraint or prohibition; (vii) the Company shall have received proceeds from debt or equity financings on terms satisfactory to the Company that, such Investor’s rights and status as an Investor hereunder (including without limitation together with the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy proceeds from the sale of the Acquired Shares hereunder, will be sufficient for the Company or any liability or obligation of to pay the Purchaser with respect purchase price for the Transaction pursuant to such breach. On the Purchase Agreement and the Assignment on the Closing Date, upon confirmation that ; (viii) the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company Transaction shall file the Certificate of Designations be consummated substantially concurrently with the Registrar of Corporations. Upon confirmation that Closing in accordance with the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt terms of the Purchase Price by Agreement. c. At the CompanyClosing, the certificates evidencing the Shares parties hereto shall be released to the Investors (the “Closing”). The Closing of the purchase execute and sale of the Shares shall deliver such additional documents and take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date additional actions as the Company parties reasonably may deem to be practical and necessary in order to consummate the Investors shall mutually agreeSubscription as contemplated by this Subscription Agreement.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to A. The closing of the account designated redemption of the Cordish LLC Interests by the Escrow Agent in writing Company pursuant to Section 9.4 (the “Escrow Account”)"CLOSING") shall be held at the principal offices of the Company and, subject to any other specific time periods for Closing stated in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, shall occur on the date specified in the Redemption Notice, which date shall be no sooner than 30 days and no later than 120 days following the delivery of the Redemption Notice to Cordish or Inland, as applicable, and the Company Company. B. At the Closing, Cordish shall deliver to transfer and assign the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price Cordish LLC Interests to the Company by the Escrow Agent. Notwithstanding anything free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to transfer fully good and clear title to the contrary hereinLLC Interests being transferred, in the event including, but not limited to, any Investor fails and all documents necessary to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to evidence such Investortransfer. In the event that Cordish does not timely execute any and all documents necessary to evidence and effect such transfer of all of the Cordish LLC Interests and to reflect the complete and absolute withdrawal of Cordish and its Affiliates from the Company at the Closing, then the Manager is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, Cordish, to execute, acknowledge and deliver all such documents and take all such other actions as may be required to evidence and effect such transfer of all of the Cordish LLC Interests. Such appointment and authorization are coupled with an interest and shall be irrevocable. The failure by Cordish to execute any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination document shall not limit delay the Closing or cause the Closing to be ineffective. C. At the Closing, Inland shall cause the Company to distribute to Cordish the Cordish Liquidation Amount and each party shall repay the Default Loans as applicable. If ownership interests in the Additional Property Owner Entities are distributed to Cordish as provided herein, the parties shall execute and/or cause to be executed any other right or remedy and all documents required to transfer title to the applicable ownership interests being transferred, including, but not limited to, any and all documents necessary to evidence such transfer; PROVIDED, HOWEVER, that the Company and Inland shall only be obligated to deliver an assignment of such ownership interests on an "as is" basis and without recourse to the Company or Inland. Cordish shall pay and be solely responsible for (a) any liability pre-prepayment or obligation due-on-sale penalties and (b) any transfer, recordation, sales and excise taxes as a result of any in-kind distributions to Cordish or otherwise as a result of the Purchaser with respect transactions contemplated in this Article IX of this Agreement. D. If any consents from lenders or otherwise are required in order to carry out any provision of this Agreement, the parties hereby agree to cooperate in good faith and will proceed promptly and diligently to obtain all such breach. On the Closing Dateconsents; PROVIDED, upon confirmation HOWEVER, that the Escrow Account contains an amount equal failure to the Purchase Price obtain any such consent may be waived by Inland in its sole and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeabsolute discretion.

Closing. On or The closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrent with the consummation of the Transactions Closing (the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth herein; provided that the Closing shall occur after the Merger Effective Time (as defined in the Business Combination Agreement, the “Merger Effective Time”). Not less than five (5) business days prior to October 31the anticipated Closing Date, 2016, each Investor the Issuer shall cause a provide written notice to Subscriber (the “Closing Notice”) of such anticipated Closing Date. Subscriber shall deliver on or before two (2) business days prior to the anticipated Closing Date the Purchase Price for the Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be sent held by the escrow agent until the Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall deliver to Subscriber (1) the account 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 Escrow Agent in writing records of the Issuer’s transfer agent (the “Escrow AccountTransfer Agent”), in an amount representing such Investor’s ) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date. For purposes of this Subscription Amount as set forth on Schedule 1 Attached this Agreement, and “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, the Company Cayman Islands or Singapore are authorized or required by law to close. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall deliver cause the escrow agent to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer of U.S. dollars in immediately available funds to be sent to the account specified by Subscriber, and any book entries shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of the Company as instructed in writing by the Company, in the amount funds shall not terminate this Subscription Agreement or relieve Subscriber of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing its obligation to purchase the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices Closing upon delivery of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at such other location Closing, Subscriber shall deliver to Issuer a duly completed and on such other date as the Company and the Investors shall mutually agreeexecuted Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date, immediately prior to October 31or concurrently with, 2016and conditioned upon the effectiveness of, each Investor the consummation of the Transaction and the terms and conditions of this Subscription Agreement. (b) At least two (2) Business Days before the anticipated Closing Date, the Company shall cause deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares and Subscribed Warrants 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares and the Subscribed Warrants on and as of the Closing Date. (c) Notwithstanding Section 2(b), if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (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 Section 2(b), the following shall apply: (i) no later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for the Company to issue the Subscribed Securities, including, without limitation, the name of the person in whose name the Subscribed Securities are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Securities, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Securities, on the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Securities, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), 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 and a copy of the records of the Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Securities on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Securities on and as of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). (d) In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the account designated by Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Escrow Agent Company following the Company’s delivery to Subscriber of a new Closing Notice in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached accordance with this Agreement, Section 2 and Subscriber and the Company shall deliver remain obligated to consummate the Escrow AgentClosing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in trustNew York, a certificate New York are required or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are authorized by law to be held closed for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebusiness.

Closing. On (a) In the event Purchaser is entitled to and wishes to exercise the Top-Up Option, it shall send to the Company a written notice (the date of which being herein referred to as the "NOTICE DATE") specifying a place and date not earlier than three business days nor later than ten business days from the Notice Date for the closing of such purchase (the "CLOSING DATE"); PROVIDED, that if the closing of such purchase cannot be consummated by reason of any applicable judgment, injunction, decree, order, law or regulation, the period of time that would otherwise run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and PROVIDED, further, that if prior notification to October 31or approval of any regulatory or antitrust agency is required in connection with such purchase, 2016Purchaser shall promptly file the required notice or application for approval, each Investor shall cause a wire transfer promptly notify the Company of such filing, and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Top-Up Option shall be deemed to occur on the Notice Date relating thereto. (b) At the closing referred to in subsection (a) of this Section 3, Purchaser shall (i) pay to the Company the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Top-Up Option in immediately available funds by wire transfer to be sent to the a bank account designated by the Escrow Agent Company (PROVIDED that failure or refusal of the Company to designate such a bank account shall not preclude Purchaser from exercising the Top-Up Option by delivery of a certified check or bank draft) and (ii) present and surrender this Agreement to the Company. (c) At such closing, simultaneously with the delivery of immediately available funds as provided in writing subsection (the “Escrow Account”)b) of this Section 3, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, Purchaser a certificate or certificates, registered in such name or names as the Investors may designate, certificates representing the Sharesnumber of shares of Common Stock purchased by Purchaser. (d) Certificates for Common Stock delivered at a closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "The transfer of the shares represented by this certificate is subject to resale restrictions arising under applicable securities laws (including the Securities Act of 1933, with instructions as amended)." It is understood and agreed that such certificates are to be held for release the reference to the Investors only upon release resale restrictions arising under applicable securities laws, including the Securities Act of 1933, as amended (the "SECURITIES ACT"), in full the above legend shall be removed by delivery of the Purchase Price substitute certificate(s) without such reference if Purchaser shall have delivered to the Company by a copy of a letter from the Escrow Agent. Notwithstanding anything staff of the Securities and Exchange Commission, or an opinion of counsel, in form and substance reasonably satisfactory to the contrary hereinCompany, to the effect that such legend is not required for purposes of the Securities Act or other applicable securities laws. In addition, such certificates shall bear any other legend as may be required by law. (e) Upon the giving by Purchaser to the Company of the written notice of exercise of the Top-Up Option provided for under subsection (a) of this Section 3 and the tender of the applicable purchase price in immediately available funds, Purchaser shall be deemed to be the event any Investor fails to deposit its Subscription Amount in holder of record of the Escrow Account in full and on time by October 31shares of Common Stock issuable upon such exercise, 2016, notwithstanding that the stock transfer books of the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to then be closed or that certificates representing such Investor. In the event shares of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination Common Stock shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect then be actually delivered to such breachPurchaser. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the The Company shall file the Certificate of Designations pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in connection with the Registrar preparation, issue and delivery of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, stock certificates under this Section 3 in the amount name of the full Purchase Price. Upon receipt of the Purchase Price by the CompanyPurchaser or its assignee, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, transferee or at such other location and on such other date as the Company and the Investors shall mutually agreedesignee.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately prior to October 31or substantially concurrently with the consummation of the Transaction. (b) At least one (1) Business Day before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the anticipated Closing Date as set forth in the Closing Notice, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Warrants by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow or a segregated account until the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber at the Closing a Common Stock Purchase Warrant representing the Subscribed Warrants in the form of Annex B hereto, free and clear of any liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights or other restrictions (other than those arising under this Subscription Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber). In the event that the consummation of the Transaction does not occur within one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementSubscriber, and the Company Common Stock Purchase Warrants and any records of the Subscribed Warrants on the Company’s books and records shall deliver be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agentanticipated Closing Date shall not, in trustby itself, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are be deemed to be held for release to the Investors only upon release in full a failure of any of the Purchase Price conditions to the Company by the Escrow Agent. Notwithstanding anything Closing set forth in this Section 2 to the contrary herein, in the event any Investor fails be satisfied or waived on or prior to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Purchase Price Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and that (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other conditions to closing specified herein have been satisfied than a Saturday or duly waivedSunday, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveor any other day on which banks located in New York, the Escrow Agent shall promptly cause a wire transfer in immediately available funds New York are required or authorized by law to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclosed for business.

Closing. On or prior to October 31The closing of the sale, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to purchase and issuance of the account designated by the Escrow Agent in writing PIPE Securities contemplated hereby (the “Escrow AccountClosing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), in an amount representing such that 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’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company Investor shall deliver to ListCo, three (3) business days prior to the Escrow Agentanticipated closing date specified in the Closing Notice, any other information that is reasonably requested in trustthe Closing Notice in order for the PIPE Securities to be issued to the Investor, a certificate or certificatesincluding, registered without limitation, the legal name of the person in whose name such name or names as the Investors may designate, representing the Shares, with instructions that such certificates securities are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinissued and a duly executed Internal Revenue Service Form W-9 or W-8, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachapplicable. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal ListCo shall issue a number of PIPE Securities to the Purchase Price Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and that subsequently cause the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds Shares to be sent to the account registered in book entry form, free and clear of the Company as instructed in writing by the Companyall liens (other than those arising under applicable securities laws), in the amount name of the full Purchase PriceInvestor on ListCo’s share register. Upon receipt In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the number of Class A Shares (as defined below) set forth on the signature page hereto, which it currently holds as of the Purchase Price by date of this Subscription Agreement, prior to and in connection with the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing consummation of the purchase and sale Transaction in accordance with Section 16 hereof. For purposes of the Shares this Subscription Agreement, “business day” shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPmean any day other than a Saturday, Sunday or at such other location and a day on such other date as the Company and the Investors shall mutually agreewhich commercial banking institutions in New York, New York are authorized or required to close for business.

Closing. On The closing of the sale of the Equity Support Shares contemplated hereby (the “Closing”) shall occur on the closing date (the “Closing Date”) and is expected to occur substantially concurrently with the Transaction Closing. Subject to the satisfaction or prior waiver of the conditions set forth in this Section 2 and in Section 3 below, upon delivery of written notice from (or on behalf of) the Issuer to October 31each Subscriber (the “Closing Notice”), 2016that the Issuer reasonably expects all conditions to the Transaction Closing to be satisfied or waived on an expected Closing Date that is not less than ten (10) business days from the date on which the Closing Notice is delivered to the Subscribers, each Investor Subscriber shall cause a deliver to the Collateral Account, on the expected Closing Date specified in the Closing 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 “Subscription Amount”) by wire transfer of United States dollars in immediately available funds to be sent the Collateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Subscription Amount to the account designated Collateral Account, the Issuer shall have made (i) the Collateral Account Deposit minus the Subscription Amount (as evidenced by a statement from the Collateral Account issued by the Escrow Agent Securities Intermediary) and (ii) have paid or caused to be paid to each Subscriber an amount in writing USD (the “Escrow AccountOption Premium”) equal to the product of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000, based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount, as set forth in Schedule B (the “Option Premium Payment”). On the Closing Date and prior to the release of the Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in book entry form in the name of such Subscriber on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Equity Support Shares, in accordance with applicable 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”), in an amount representing such Investor’s (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 as set forth on Schedule 1 Attached Amount) , and (iii) pay or cause to be paid to each Subscriber the Option Premium Payment. For purposes of this Equity Support Agreement, and “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. Prior to or at the Company Closing, each Subscriber shall deliver to the Escrow Agent, in trust, Issuer a certificate duly completed and executed Internal Revenue Service Form W-9 or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investorappropriate Form W-8. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy consummation of the Company or any liability or obligation of the Purchaser with respect to such breach. On Transaction does not occur within two (2) business days after the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waivedDate under this Equity Support Agreement, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent Issuer shall promptly cause a (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 be sent to the account of specified by such Subscriber, and any book entries for the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Equity Support Shares shall be released deemed repurchased and cancelled; provided that, unless this Equity Support Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Equity Support Agreement or relieve any Subscriber of its obligation to purchase the Investors (the “Closing”). The Closing of the purchase and sale of the Equity Support Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeClosing.

Closing. On (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and at a time immediately prior to, the closing of the Transaction (such date, the “Closing Date”). Not less than five (5) business days prior to October 31the date on which the Issuer reasonably expects the Closing to occur (the “Scheduled Closing Date”), 2016the Issuer shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, each Investor which Closing Notice shall cause a contain the Issuer’s wire instructions for an escrow account established by the Issuer to the purpose of collecting funds in advance of the Closing. (b) At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the aggregate Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Issuer shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Issuer against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur on the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than 2 business days thereafter) after such termination or failure of closing, the Issuer will instruct the escrow agent to promptly (but in no event longer than 2 business days thereafter) return such funds to Subscriber. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), assuming that Subscriber shall have delivered to the Issuer on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the escrow account designated specified by the Escrow Agent Issuer in writing the Closing Notice, the Issuer shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (the “Escrow Account”other than those arising under state or federal securities laws), in an amount representing such Investor’s Subscription Amount the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as set forth on Schedule 1 Attached this Agreementapplicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Company Acquired Shares shall deliver be stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The Closing shall be subject to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and satisfaction on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that or the Escrow Account contains an amount equal waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and (iii) (a) all conditions precedent to the Purchase Price and that closing of the other conditions to closing specified herein Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction ) or duly waivedwaived and (b) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligations of Subscriber at the Closing shall be subject to the satisfaction on the Closing Date, or the waiver by Subscriber, of each of the following conditions: (i) all representations and warranties of each of the Issuer and Peridot contained in Section 3 and Section 4, respectively, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Issuer and Peridot of each of the representations, warranties and agreements of the Issuer and Peridot contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing; and (iii) no amendment, modification or waiver of the Business Combination Agreement shall have occurred that materially and adversely affects the economic benefits that Subscriber would receive under this Subscription Agreement without having received Subscriber’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed). (f) The obligations of the Issuer at the Closing shall be subject to the satisfaction on the Closing Date, or the waiver by the Issuer, of each of the following conditions: (i) all representations and warranties of Subscriber contained in Section 5 shall be true and correct in all material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Subscriber to consummate the Closing. (g) At the Closing, the Company parties hereto shall file execute and deliver such additional documents and take such additional actions as the Certificate of Designations with parties reasonably may deem to be practical and necessary in order to consummate the Registrar of Corporations. Upon confirmation Subscription as contemplated by this Subscription Agreement. (h) In the event that the Certificate of Designations has been filed and has Transaction is structured where a new entity will become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent successor public company to the account Issuer in the Transaction or will become a parent company of the Company as instructed Issuer whose securities are issued in writing by consideration of or in exchange for the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors Issuer’s securities (the “ClosingSuccessor”). The Closing , then as a condition to consummating the Transaction, the Successor will agree in writing to be bound by the terms of this Subscription Agreement that apply to the Issuer after the Closing, and any references in this Subscription Agreement to the Acquired Shares will include any equity securities of the purchase and sale Successor that are issued in consideration of or exchange for the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeAcquired Shares.

Closing. On The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and substantially concurrently with, the consummation of the Transactions (it being understood that Placement Shares and Warrant Shares shall be entitled to one vote per share as a result of consummation of the Transactions). Upon written notice from (or on behalf of) Strive to Subscriber (the “Closing Notice”) at least two (2) Business Days prior to October 31the date that Strive reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), 2016Subscriber shall deliver, each Investor shall cause a no later than one (1) Business Days prior to the Expected Closing Date, the Purchase Price for the Placement Securities, by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by Strive in the Escrow Agent in writing (the “Escrow Account”)Closing Notice, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are funds to be held for release in escrow until the Closing. If the Transactions are not consummated on or prior to the Investors only upon release in full of fifth (5th) Business Day after the Expected Closing Date, Strive and the Issuer agree that the Purchase Price shall be returned to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a 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 sent 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 account Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds as instructed by Strive following the Strive’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the Company 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 deliver to Subscriber the Placement Shares in book entry or certificated form (at the Subscriber’s election) and the Placement Warrants and Placement Pre-Funded Warrants in certificated form, each in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as instructed in writing by the Companyapplicable. For purposes of this Subscription Agreement, “Business Day” means any day that, in the amount of the full Purchase Price. Upon receipt of the Purchase Price New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by the Company, the certificates evidencing the Shares shall be released law or regulation to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclose.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately following the Domestication and prior to October 31or substantially concurrently with the consummation of the Transaction. (b) At least five Business Days (as defined below) before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than three Business Days prior to the Closing Date, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form(s) W-8 (and any required attachments thereto). The Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book-entry form) on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than six Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached herein and, (y) unless and until this AgreementSubscription Agreement is terminated in accordance with Section 6 herein, and the Company Subscriber shall deliver remain obligated (A) to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price redeliver funds to the Company by following the Escrow AgentCompany’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. Notwithstanding anything to For the contrary hereinpurposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York or governmental authorities in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder Cayman Islands (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date for so long as the Company and remains domiciled in the Investors shall mutually agreeCayman Islands) are required or authorized by law to be closed for business.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately prior to October 31or substantially concurrently with, 2016but in any event not after, each Investor the consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, the Company shall cause deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Closing Date, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is required in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that (i) the Company does not accept the subscription or (ii) the consummation of the Transaction does not occur within ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than twelve (12) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Purchase Price Company in escrow following the Company’s delivery to Subscriber of a new Closing Notice and that (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other conditions to closing specified herein have been satisfied than a Saturday, Sunday or duly waived, any other day on which the Federal Reserve Bank of New York is closed. Any funds held in escrow by the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectivewill be uninvested, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors Subscriber shall mutually agreenot be entitled to any interest earned thereon.

Closing. On or prior to October 31the Closing Date, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent upon the terms and subject to the account designated by conditions set forth herein, the Escrow Agent in writing (Company agrees to sell, and the “Escrow Account”)Purchaser agrees to purchase, in an amount representing such Investoraggregate of 2,500,000 shares of Preferred Stock with an aggregate Stated Value equal to the Purchaser’s Subscription Amount as set forth opposite the Purchaser’s name on Schedule 1 Attached A hereto, and Warrants as determined pursuant to Section 2.2(a). The Company shall provide written notice (which may be via email) to the Purchaser (the “Closing Notice”) that the Company reasonably expects the Closing to occur (and the conditions thereto to be satisfied) on a date specified in the notice (the “Scheduled Closing Date”) not less than five (5) Business Days after the date of the Closing Notice, which Closing Notice shall contain the Flow of Funds Letter (as defined below) with the Company’s wire instructions for the Escrow Account. The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this AgreementAgreement or otherwise relieve any party of any of its obligations hereunder. Provided that the Closing Notice is timely delivered in accordance with the foregoing, no later than two (2) Business Days prior to Closing, the Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to the Purchaser’s Subscription Amount. At the Closing, the Company shall deliver to the Purchaser its shares of Preferred Stock and Warrants as determined pursuant to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur by electronic exchange of documents and signatures and the Company shall deliver to the Escrow AgentAgent any required escrow release notice, in trustduly executed, a certificate or certificates, registered in such name or names as which shall cause the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount funds in the Escrow Account to the Company. If this Agreement is terminated prior to the Closing and any funds have already been sent by the Purchaser to the Escrow Account, or the Closing Date does not occur within five (5) Business Days after the Scheduled Closing Date specified in full and on time by October 31, 2016the Closing Notice, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) or shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, cause the Escrow Agent shall to promptly cause a (but not later than seven (7) Business Days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by the Purchaser for payment of the Purchaser’s Subscription Amount by wire transfer in immediately available funds to be sent to the account of the Company as instructed specified in writing by the CompanyPurchaser (provided, in that the amount failure of the full Purchase Price. Upon receipt Closing Date to occur within such seven (7) Business Day period and the return of the Purchase Price relevant funds shall not relieve the Purchaser from its obligations under this Agreement for a subsequently rescheduled Closing Date determined by the Company, the certificates evidencing the Shares shall be released Company in good faith and indicated to the Investors (the “Closing”Purchaser in a timely delivered subsequent Closing Notice). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.

Closing. On The closing of the Subscription contemplated hereby (the “Closing”) shall occur following the Domestication and immediately prior to, or substantially concurrently with, the consummation of the Acquisition (the “Closing Date”). Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to October 31the date that the Issuer reasonably expects the closing of the Acquisition to occur (the “Expected Closing Date”), 2016Subscriber shall deliver to the Issuer no later than two (2) Business Days prior to the Closing, each Investor shall cause a the Purchase Price, by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent Issuer in writing the Closing 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 “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions set forth on Schedule 1 Attached this Agreementin Sections 3.2 and 3.3, and the Company Issuer shall deliver to Subscriber the Escrow AgentShares 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 trust, a certificate or certificates, registered name of the Issuer to occur in such name or names as connection with the Investors may designate, representing Closing. If (i) the Shares, with instructions that such certificates are to be held for release to Subscription Agreement terminates following the Investors only upon release in full delivery by Subscriber of the Purchase Price but prior to the Company by Closing having been consummated or the Escrow Agent. Notwithstanding anything Acquisition is not consummated on or prior to the contrary herein, in second (2nd) Business Day after the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Expected Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent Issuer shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.but no later than two

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full a) The closing of the Purchase Price to the Company transactions contemplated by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing immediately upon execution of the purchase and sale this Agreement by electronic mail or by physical exchange of the Shares shall take place documentation at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ Law, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 2nd Floor, Greenwich, Connecticut 06830 (in either case, the “Closing”). The date of the Closing is herein referred to as the “Closing Date”. The Closing will be effective as of the time of execution of this Agreement on the Closing Date (the “Effective Time”), and all actions scheduled in this Agreement to take place at the Closing shall be deemed to occur simultaneously at such time. (b) Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall deliver or cause to be delivered on the Closing Date the following: (i) the Security Agreement, with respect to the Promissory Note, attached hereto as Exhibit B, dated the Closing Date, duly executed by the Seller; (ii) certificates of good standing with respect to the Company issued by the responsible Governmental Entity of the jurisdictions of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; (iii) a copy of the resolution of the Seller’s operating board, certified by an appropriate officer of the Seller as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Seller of the transactions contemplated hereby; (iv) customary payoff letters, in form satisfactory to the Buyer, from all holders of Indebtedness (other than lessors under any capitalized leases) of the Company, indicating that upon payment of a specified amount, all amounts of Indebtedness with respect to such holder shall be paid in full and, if applicable, such holder shall release its security interest and authorize the Buyer to file Uniform Commercial Code termination statements, or at such other location documents or endorsements necessary or desirable to release of record the security interests of all such holders; (v) the consents of the third parties set forth on Schedule 2.3(b)(vi) with respect to the transactions contemplated hereby; (vi) evidence, in form and on such other date as substance reasonably satisfactory to the Buyer, that all Contracts between the Company or its Affiliates from and after the Closing, on the one hand, and the Investors Seller or its Affiliates from and after the Closing, on the other hand, are terminated effective as of the Closing; (vii) a certification executed by a duly authorized representative of the Seller to the effect that the Seller is not a “foreign person” as defined in Section 1445 of the Code or a certification executed by a duly authorized representative of the Company that the Company is not a U.S. Real Property Holding Company within the meaning of Section 897 of the Code; (viii) termination agreements effective from and after the Closing in respect of any intercompany debt and any existing intercreditor arrangements between the Seller and/or its Affiliates and the Company and/or its Affiliates; (ix) employment agreements with employees as may be requested by the Buyer in form and substance reasonably satisfactory to the Buyer; (x) the Guarantee, attached hereto as Exhibit C, dated the Closing Date, duly executed by the Seller; and (xi) the Side Letter, attached hereto as Exhibit D, dated the Closing Date, duly executed by the Seller. (c) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer shall mutually agreedeliver or cause to be delivered on the Closing Date the following: (i) the Promissory Note, attached hereto as Exhibit A, dated the Closing Date, duly executed by the Buyer; (ii) the Security Agreement, with respect to the Promissory Note, attached hereto as Exhibit B, dated the Closing Date, duly executed by SuttonPark Servicing; (iii) the Guarantee, attached hereto as Exhibit C, dated the Closing Date, duly executed by the Guarantors; and (iv) a copy of the resolution of the Buyer’s governing body, certified by an appropriate officer of the Buyer as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Buyer of the transactions contemplated hereby.

Closing. On or (a) The consummation of the Subscription (the “Closing”) shall be contingent upon, and occur on the Closing Date immediately prior to October 31or concurrently with the consummation of the Transaction. (b) At least five Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Company. No later than three Business Days after receiving the Closing Notice, each Investor Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares and Private Placement Warrants to Subscriber. Subscriber shall two (2) business days prior to the expected Closing Date specified in the Closing Notice, deliver to the Company, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Company shall issue the Subscribed Shares and Private Placement Warrants to the Subscriber and cause the Subscribed Shares and Private Placement Warrants to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or 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. In the event that the consummation of the Transaction does not occur within three Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the Escrow Agent failure of the Closing to occur on the Closing Date specified in writing the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the “Escrow Account”)conditions to Closing set forth in this Section 2, in an amount representing such Investoror (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount as set forth on Schedule 1 Attached and purchase the Subscribed Shares and Private Placement Warrants at the Closing in the event the Company delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, and “Business Day” means any day other than a Saturday, Sunday or a day on which the Company Federal Reserve Bank of New York is closed. Prior to or at the Closing, Subscriber shall deliver to the Escrow Agent, in trust, Company a certificate duly completed and executed Internal Revenue Service Form W-9 or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeappropriate Form W-8.

Closing. On The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall occur on the closing date of, and immediately prior to, or simultaneously with, the consummation of the Transaction. Upon written notice from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, Subscriber shall deliver to the Company, at least two (2) business day prior to October 31the scheduled closing date specified in the Closing Notice (the “Scheduled Closing Date”), 2016to be held in escrow until the Closing, each Investor shall cause a the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be sent released to the account designated Company against delivery by the Escrow Agent Company promptly after the Closing to Subscriber of the Securities in writing book-entry form (the “Escrow Account”or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), in an amount representing such Investor’s free and clear of any liens or other restrictions (other than those arising under this Subscription Amount as set forth on Schedule 1 Attached this AgreementAgreement or applicable securities laws). Not later than one (1) business day after the Closing, and the Company shall deliver to Subscriber the Escrow AgentSecurities in book entry form, in trustthe name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, a certificate or certificatesas applicable. In the event the Closing does not occur within three (3) business days of the Scheduled Closing Date, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of Company shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer of U.S. dollars in immediately available funds to be sent to the account specified by the Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Company as instructed in writing by Closing to occur on the CompanyScheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “nonessential employee” or any other similar orders or restrictions or the amount closure of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place any physical branch locations at the offices direction of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPany governmental authority so long as the electronic funds transfer systems, or at such other location and including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on such other date as the Company and the Investors shall mutually agreeday).

Closing. On or a. The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date immediately prior to, and contingent upon, the consummation of the Transaction. b. At least five (5) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to October 31the Closing Date, 2016Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, each Investor including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued. No later than two (2) Business Days prior to the Closing Date, Subscriber shall cause a deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. If the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Day thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementSubscriber, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, any book entries representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Subscribed Shares shall be released to the Investors (the “Closing”)deemed cancelled. The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Notwithstanding such return or at such other location and on such other date as the Company and the Investors shall mutually agreecancellation.

Closing. On (a) Subject to the satisfaction or waiver in writing of the conditions set forth in this Section 3 and, if applicable, the conditions set forth in the Secondary Purchase Agreement(s), the closing of the Subscription (the “Primary Closing”) and the closing of the Purchase and Sale (the “Secondary Closing”), in each case, as applicable, shall occur immediately prior to October 31the consummation of the Mergers. Not less than five (5) business days prior to the scheduled closing date of the Mergers (the “Closing Date”), 2016the Company shall provide written notice (which, each Investor for the avoidance of doubt, may be the same notice as the Election Notice) to Subscriber (the “Closing Notice”) of such anticipated Closing Date. (i) Subscriber shall cause a deliver, on or before three (3) business days prior to the anticipated Closing Date (as specified in the Closing Notice or otherwise agreed to by the Company and Subscriber) (the “Funding Date”), (A) the Primary Purchase Price for the Primary Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing specified by the CompanyCompany in the Closing Notice (to be held in escrow by the Company for the benefit of the Subscriber pending the Primary Closing), and (B) the Secondary Purchase Price for the Secondary Shares by wire transfer of U.S. dollars in immediately available funds to the account of a paying agent (the “Paying Agent”) designated by the Company as specified in the Closing Notice (to be held in escrow by the Paying Agent for the benefit of the Subscriber pending the Secondary Closing), in each case of clauses (A) and (B), to the amount extent applicable. Notwithstanding the foregoing, the portion of Secondary Purchase Price payable in respect of Secondary Shares issued upon exercise of an option to purchase equity securities of the Company that was granted pursuant to Section 102(b)(2) of the Israeli Income Tax Ordinance (the “102 Securities” and “ITO”, respectively) and held in trust by IBI Capital Compensation and Trust (2004) Ltd. (the “102 Trustee”) shall be transferred by the Paying Agent, without any tax deduction or withholding, subject to the provisions of the Secondary Purchase Agreement, promptly to the 102 Trustee on behalf of the relevant holder of 102 Securities, and released by the 102 Trustee to the holders of 102 Securities pursuant to the applicable provisions of Section 102 of the ITO and the regulations and ruled promulgated thereunder (subject to any tax withholding or deduction required thereunder). (ii) The Company shall (A) if applicable, deliver to Subscriber on or prior to the Funding Date, the Secondary Purchase Agreement(s), duly executed by the Secondary Seller(s) and (B) at the Primary Closing, issue and deliver the Primary Shares (if any) to Subscriber (or its nominee or custodian in accordance with the delivery instructions provided by Subscriber), free and clear of any and all liens, hypothecations, mortgages, pledges, security interests, options, charges or other encumbrances or restrictions (“Liens”) (other than Liens arising under this Agreement or applicable Securities Laws). On or within one (1) business day after the Closing Date, the Company shall deliver to Subscriber (or its nominee in accordance with the delivery instructions) or to a custodian designated by Subscriber, as applicable, a copy of the records of the Company’s transfer agent (the “Transfer Agent”) showing Subscriber as owner of the Acquired Shares on and as of the Closing Date. (iii) In the event the First Merger does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed by Subscriber, the Company shall promptly (but not later than one (1) business day thereafter) return, or instruct the Paying Agent to return, the Purchase Price to Subscriber in full Purchase Price. Upon receipt (without deduction or penalty) by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries or share certificates representing the Acquired Shares shall be deemed cancelled and any such share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Company; provided that, notwithstanding the return of the Purchase Price pursuant to this Section 3(a)(iii), until this Agreement is terminated in accordance with its terms, each of Subscriber and the Company will continue to be bound by this Agreement, including with respect to Subscriber’s obligation to fund the Purchase Price on the Funding Date pursuant to any subsequent Closing Notice delivered in accordance with Section 3(a). (iv) Notwithstanding anything to the contrary in this Section 3 or the Secondary Purchase Agreement, in the event that Subscriber informs the Company in writing at least five (5) business days prior to Closing Date that it is an investment company registered under the Investment Company Act of 1940, as amended, that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or that its bona fide internal compliance policies and procedures so require it, Subscriber shall deliver to the account of the Company (in the case of the purchase of Primary Shares) or to the account of the Paying Agent (in the case of the purchase of Secondary Shares) on the Closing Date (which shall be considered the Funding Date) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds against delivery to the undersigned of the Acquired Shares in book entry form as described in this Section 3. (b) The Primary Closing and the Secondary Closing, as applicable, shall be subject to the conditions that: (i) solely with respect to Subscriber: (1) each of the representations and warranties made by the Company in Section 5 of this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, in which case, such representations and warranties shall be true and correct in all respects) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date); and (2) the Company and Secondary Seller(s), if applicable, shall, in each case, have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement and, if applicable, the Secondary Purchase Agreement(s) to be performed or complied with by it, him or her at or prior to the Closing; (ii) solely with respect to the Company: (1) the representations and warranties made by Subscriber in Section 6 of this Agreement shall be true and correct in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date); and (2) Subscriber shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement and, if applicable, the Secondary Purchase Agreement(s) to be performed or complied with by it at or prior to the Closing; (iii) there shall not be in force and effect any order, law, rule or regulation (whether temporary, preliminary or permanent) of any governmental authority of competent jurisdiction, in any case, enjoining, prohibiting, or making illegal the consummation of the transactions contemplated by this Agreement; (iv) the First Merger is consummated substantially concurrently with the Primary Closing (if applicable) and the Secondary Closing; (v) the Class A Ordinary Shares of the Company (including the Acquired Shares) shall be approved for listing on the NYSE, subject to the official notice of issuance thereof; and (vi) there have been no amendments or modifications to the Merger Agreement (as in effect on the date hereof, a copy of which the Company has furnished to the Subscriber) that would reasonably be expected to materially and adversely affect the economic benefits of the Subscriber pursuant to this Agreement and/or the Secondary Purchase Agreement(s), if applicable; (c) In addition to the conditions set forth in Section 3(b), the Primary Closing shall be subject to the additional conditions that, at the Primary Closing: (i) there shall not be in force and effect any (A) law or (B) governmental order by any governmental authority of competent jurisdiction, in either case, enjoining, prohibiting, or making illegal the consummation of the Subscription; and (ii) the Secondary Closing (if applicable) shall be consummated substantially concurrently with the Primary Closing. (d) In addition to the conditions set forth in Section 3(b), the Secondary Closing shall be subject to the additional conditions that, at the Secondary Closing: (i) there shall not be in force and effect any (A) law or (B) governmental order by any governmental authority of competent jurisdiction, in either case, enjoining, prohibiting, or making illegal the consummation of the Purchase and Sale; (ii) solely with respect to the Company, Subscriber shall have delivered the certificates evidencing Secondary Purchase Agreement(s) to the Shares Company, duly executed by Subscriber; (iii) solely with respect to Subscriber, the Company shall have delivered the Secondary Purchase Agreement(s) to Subscriber, duly executed by the Secondary Seller(s); and (iv) the Primary Closing (if applicable) shall be released to consummated substantially concurrently with the Investors Secondary Closing. (e) At the “Closing”). The Closing of , the purchase parties hereto shall execute and sale of the Shares shall deliver such additional documents and take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date additional actions as the Company parties reasonably may deem necessary in order to consummate the Subscription and/or the Purchase and Sale as contemplated by this Agreement or the Investors shall mutually agreeSecondary Purchase Agreement.

Closing. On 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 Securities (the “Closing”) shall be held on the same date and immediately prior to October 31the Business Combination Closing (such date being referred to as the “Forward Closing Date”). Except as otherwise mutually agreed by the parties hereto, 2016at least one (1) Business Day prior to the Forward Closing Date, each Investor the Subscriber shall cause a deliver to the Company, to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of U.S. dollars in immediately available funds to be sent the account specified by the Company in such notice. Immediately prior to the account Closing 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) upon such release, the Company shall issue the Securities to the Subscriber in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Subscriber (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Escrow Agent in writing Subscriber, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing (the “Escrow Account”unless otherwise extended), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, the Closing shall not occur and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of promptly (but not later than one (1) Business Day thereafter) return the Purchase Price to the Company Subscriber. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by the Escrow Agent. Notwithstanding anything law or regulation to the contrary herein, close in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31City of New York, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York.

Closing. On The closing of the Subscription contemplated hereby (the “Subscription Closing”) shall occur on the date of, and immediately prior to, the consummation of the Transactions. Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least seven Business Days prior to October 31the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), 2016Subscriber shall deliver to the Issuer no later than three Business Days prior to the Expected Closing Date, each Investor shall cause a the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent Issuer in writing (the “Escrow Account”)Closing Notice, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are funds to be held for release to by the Investors only upon release Issuer in full escrow until the Subscription Closing. If the Transactions are not consummated within 10 Business Days of the Expected Closing Date, the Issuer shall return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a 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 sent deemed to be a failure of any of the conditions to Subscription Closing set forth in this Section 3 to be satisfied or waived on or prior to the account Closing Date, and (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 Company as instructed conditions set forth in writing by this Section 3. At the CompanySubscription Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Shares in certificated or book entry form (at the Issuer’s election) in the amount name of the full Purchase PriceSubscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. Upon receipt For purposes of the Purchase Price by the Companythis Subscription Agreement, the certificates evidencing the Shares shall be released “Business Day” means any day, except Saturday or Sunday, on which banks are not required or authorized to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPclose in New York, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York.

Closing. On (a) The consummation of the Subscription contemplated hereby (the “Closing”) is contingent upon the prior or substantially concurrent consummation of the Merger and shall occur on the Closing Date (as defined below). (b) At least five (5) Business Days (as defined in the Merger Agreement) before the anticipated date of the Closing (the “Closing Date”), the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to October 31the Closing Date, 2016Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, each Investor including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued. On the Closing Date, prior to the Effective Time (as defined in the Merger Agreement), Subscriber shall cause a deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent Company in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementClosing Notice, and the Company shall deliver to Subscriber at the Escrow AgentClosing, the Subscribed Shares in trustbook entry form, a certificate free and clear of any liens or certificates, registered other restrictions (other than those arising under state or federal securities Laws (as defined in such name the Merger Agreement) or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company those created by the Escrow Agent. Notwithstanding anything to the contrary hereinSubscriber), in the event any Investor fails name of Subscriber (or its nominee in accordance with its delivery instructions), and evidence from the Company’s transfer agent (or other evidence reasonably acceptable to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any SharesSubscriber) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation issuance to Subscriber of the Purchaser with respect Subscribed Shares on and as of the Closing Date. (c) The Closing shall be subject to such breach. On the satisfaction (or waiver, to the extent permitted by applicable law, by the Company, on the one hand, and by Subscriber, on the other hand), on or prior to the Closing Date, upon confirmation of the following conditions: (i) the prior or substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement; and (ii) (A) no injunction or similar order by any Governmental Entity (as defined in the Merger Agreement) having jurisdiction over any party hereto or any of its subsidiaries (whether temporary, preliminary or permanent) shall have been issued that prohibits the Escrow Account contains an amount equal consummation of the Subscription and shall continue to be in effect, and (B) no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity having jurisdiction over any party hereto or any of its subsidiaries that has the effect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription. (d) Subscriber shall deliver to the Purchase Price and that the Company all such other conditions to closing specified herein have been satisfied or duly waived, information as is reasonably requested by the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of order for the Company to issue the Subscribed Shares to Subscriber, including a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeapplicable.

Closing. On (a) The closing of the sale of Shares contemplated hereby (the “Closing”) shall occur on the date, and immediately prior to the consummation of, the Target Acquisition (the consummation of the Target Acquisition, the “Target Acquisition Closing”). Upon (a) satisfaction or waiver of the conditions set forth in Section 1.3 of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at or prior to October 31the Closing), 2016, each Investor shall cause a wire transfer in immediately available funds to be sent and (b) written notice from (or on behalf of) the Company to the account designated by the Escrow Agent in writing Purchaser (the “Escrow AccountClosing Notice”)) that the Company reasonably expects all conditions to the Target Acquisition Closing to be satisfied on a date that is not less than three (3) business days from the date of such Closing Notice, the Purchaser shall deliver to the Company, at least one (1) business day prior to the proposed date of the Closing specified in the Closing Notice, an amount representing equal to the Purchase Price, which shall be held in escrow by the Company until the Closing and immediately subsequent Target Acquisition Closing. In the event the Target Acquisition Closing does not occur on the date specified in such Investor’s Subscription Amount Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return to the Purchaser the Purchase Price. The date that the Closing occurs shall be referred to as set forth on Schedule 1 Attached this Agreementthe “Closing Date”. (b) At the Closing: (1) (i) the Company shall issue to the Purchaser or its designee the Shares and the Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of the Shares, and entitled to exercise all rights (including conversion rights) as a holder thereof, (ii) the Company shall deliver to the Escrow Agent, in trust, a certificate Purchaser (or certificates, registered in such name or names as the Investors may designate, its designee) stock certificates representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, (iii) the Company shall have the right as a non-exclusive remedy deliver to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains (A) an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate opinion of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of W▇▇▇▇▇▇ ▇▇▇▇▇ & G▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP containing the opinions substantially in the form set forth in Schedule A, or at such (B) the executed Amended and Restated Registration Rights Agreement, in the form of Annex II hereto, and (C) all other location documents, instruments and on such other date as writings required to be delivered by the Company to the Purchaser pursuant to this Agreement or otherwise required in connection herewith. (2) the Purchaser will deliver or cause to be delivered (i) to a bank account previously designated by the Company in writing, the Purchase Price, by wire transfer of immediately available funds (provided, however, that the delivery of the Purchase Price in escrow in accordance with Section 1.2 shall satisfy this obligation), (ii) the executed Amended and Restated Registration Rights Agreement and (iii) all other documents, instruments and writings required to be delivered by the Investors shall mutually agreePurchaser to the Company pursuant to this Agreement or otherwise required in connection herewith.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions contemplated by the Transaction Agreement (the “Closing Date”), immediately prior to October 31or substantially concurrently with the consummation of the Transactions to be completed on the Closing Date. (b) At least six (6) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) which shall: (i) specify the anticipated Closing Date, each Investor (ii) provide the wire instructions for delivery of the Purchase Price to the Company and (iii) confirm the Wire Verification Information, if previously provided to Subscriber upon request by Subscriber. No later than 5:00 PM New York City time on two (2) Business Days prior to the Closing Date, Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, or (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. In the event that (i) the Company does not accept the subscription or (ii) the consummation of the Transactions does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver Section 2 to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.be

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”), immediately prior to October 31or substantially concurrently with the consummation of the Transactions. (b) At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Closing Date, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transactions does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Purchase Price Company in escrow following the Company’s delivery to Subscriber of a new Closing Notice and that (B) to consummate the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account Closing upon satisfaction of the Company as instructed conditions set forth in writing by this Section 2. For the Companypurposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the amount State of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York.

Closing. On The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction, the “Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) ParentCo to the Investor (the “Closing Notice”) that 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 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 the Subscription Amount one (1) business days prior to October 31, 2016, each Investor shall cause a the expected Closing Date by wire transfer of United States dollars in immediately available funds to be sent to the account designated account(s) specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, ParentCo in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Notice. On the Closing Date, upon confirmation that ParentCo shall issue the Escrow Account contains an amount equal Shares to the Purchase Price Investor and that subsequently cause the Shares to be registered in book entry form in the name of the Investor on the ParentCo share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other conditions than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to closing specified herein have been satisfied close. Prior to or at the Closing, Investor shall deliver to ParentCo a duly waivedcompleted 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 (2) business days after the Closing Date under this Subscription Agreement, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent ParentCo shall promptly cause a (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 be sent to the account of the Company as instructed in writing specified by the CompanyInvestor, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing and any book-entries for the Shares shall be released deemed repurchased and 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 Investors (the “Closing”). The Closing Investor of the its obligation to purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeClosing.

Closing. (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Not less than five (5) business days prior to the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an escrow account established by the Company to the purpose of collecting funds in advance of the Closing. (b) At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Company against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten (10) business days following the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than one (1) business days thereafter) after such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business days thereafter) return such funds to Subscriber. 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. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to October 31Closing, 2016but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), each Investor assuming that Subscriber shall cause a have delivered to the Company on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the escrow account designated specified by the Escrow Agent Company in writing (the “Escrow Account”)Closing Notice, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to Subscriber the Escrow AgentAcquired Shares in book-entry form, in trust, a certificate free and clear of any liens or certificates, registered in such name other restrictions whatsoever (other than those arising under state or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full federal securities laws or created by virtue of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinLock-Up Undertaking), in the event any Investor fails name of Subscriber (or his or her nominee in accordance with his or her delivery instructions) or to deposit its Subscription Amount a custodian designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the Escrow Account in full and following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The Closing shall be subject to the satisfaction on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that or the Escrow Account contains an amount equal waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the Purchase Price and that closing of the other conditions to closing specified herein Transaction contained in the Business Combination Agreement shall have been satisfied or duly waived(as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveby their nature, the Escrow Agent shall promptly cause a wire transfer in immediately available funds are to be sent fulfilled at the closing of the Transaction, including to the account of extent that any such condition is dependent upon the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall take place at be scheduled to occur concurrently with or on the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Investors Acquired Shares pursuant to this Subscription Agreement shall mutually agreebe subject to the conditions that (i) all representations and warranties of the Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by him or her at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Company required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

Closing. On The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction and satisfaction of the other conditions set forth in Section 3 hereof. One (1) business day prior to October 31the Closing Date, 2016, each the Investor shall cause a deliver the Subscription Amount by wire transfer of United States dollars in immediately available funds to be sent the account(s) specified by NextGen in writing at least three (3) business days prior to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Date. On the Closing Date, upon confirmation that NextGen shall (i) issue the Escrow Account contains an amount equal Shares to the Purchase Price Investor and that subsequently cause the Shares to be registered in book-entry form in the name of the Investor (or its nominee in accordance with delivery instructions, as applicable) on NextGen’s share register and (ii) as soon as practical following the Closing, deliver to the Investor a certificate of NextGen’s transfer agent confirming the issuance and delivery of the Shares to the Investor (or such nominee or custodian) as of the Closing Date (or such other conditions evidence of issuance of the Shares from NextGen’s transfer agent reasonably acceptable to closing specified herein have been satisfied the Investor). For purposes of this Subscription Agreement, “business day” shall mean any day, other than a Saturday, a Sunday or other day on which commercial banks in 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 close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly waivedcompleted and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing does not occur, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent NextGen shall promptly (but not later than three (3) business days after the date on which Investor delivers the Subscription Amount to NextGen) return or cause a the return of the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to be sent to the account of the Company as instructed in writing specified by the CompanyInvestor, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing and any book-entries for the Shares shall be released 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 its obligation to purchase the Shares at the Closing upon delivery by NextGen of a subsequent Closing Notice in accordance with this Section 2. For the avoidance of doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Shares and prior to the Investors Closing, NextGen shall promptly (but not later than one (1) business day thereafter) return the “Closing”). The Closing Subscription Amount to Investor without any deduction for or on account of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPany tax, withholding, charges or at such other location and on such other date as the Company and the Investors shall mutually agreeset-off.

Closing. On or a. The consummation of the Subscription contemplated hereby (the “Closing”) shall be contingent upon, and occur on the Closing Date immediately prior to October 31or concurrently with the consummation of the Transaction. b. At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days after receiving the Closing Notice, each Investor Subscriber shall cause deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Notes to Subscriber. Subscriber shall deliver to the Company, prior to 9:30 a.m. (Eastern time)(or as soon as practicable after the Company or its transfer agent delivers evidence of the issuance to Subscriber of the Subscribed Notes on as of the Closing Date), on the Closing Date, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by the Company to Subscriber of the Subscribed Notes in book entry form pursuant to the DWAC procedures of the Depository Trust Company (“DTC”), which will act as securities depository for the Notes, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Indenture, this Subscription Agreement or state or federal securities laws), in the name of Subscriber or a custodian designated by Subscriber (which custodian shall have properly posted such DWAC for release by the Trustee through the facilities of DTC), as applicable. In the event that the consummation of the Transaction does not occur within one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber and any Subscribed Notes shall be sent transferred by DWAC to the account designated by Trustee and deemed cancelled and no amounts will be owned under such Subscribed Notes; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the Escrow Agent failure of the Closing to occur on the Closing Date specified in writing the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached this Agreementin Section 2(c) hereof, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event (z) otherwise relieve any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event party of any such terminationof its obligations hereunder, such Investorincluding Subscriber’s rights and status as an Investor hereunder (including without limitation the right obligation to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to redeliver the Purchase Price and that purchase the other conditions to closing specified herein have been satisfied or duly waived, Subscribed Notes at the Closing in the event the Company shall file delivers a subsequent Closing Notice. For the Certificate purposes of Designations with this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Registrar Federal Reserve Bank of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York is closed.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately following the Domestication and prior to October 31the consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Closing Date, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held in a non-interest bearing account by the Company in escrow (it being understood that the costs and expenses of the escrow account shall be borne by the Company), until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than five (5) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated (A) to redeliver funds to the Purchase Price Company in escrow following the Company’s delivery to Subscriber of a new Closing Notice and that (B) to consummate the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account Closing upon satisfaction of the Company as instructed conditions set forth in writing by this Section 2. For the Companypurposes of this Subscription Agreement, in “Business Day” means any day other than a Saturday, Sunday or a day on which the amount Federal Reserve Bank of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York is closed.

Closing. On The closing of the sale of Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) not less than five (5) business days’ written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to October 31, 2016, each Investor shall cause a the closing date specified in the Closing Notice (the “Closing Date”) the subscription amount for the Shares subscribed (the “Subscription Amount”) by wire transfer of United States dollars in immediately available funds to be sent the account specified by the Company in the Closing Notice against delivery to the account Subscriber of the Shares in book entry form to the Subscriber or to a custodian designated by the Escrow Agent in writing (Subscriber, as applicable. In the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and event the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full closing of the Purchase Price to Transaction does not occur within one (1) business day of the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016Closing Date, the Company shall have promptly (but no later than one business day thereafter) return the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal Subscription Amount to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Subscriber by wire transfer of Unites States dollars in immediately available funds to be sent to the account of the Company as instructed in writing specified by the CompanySubscriber, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares and any book entries shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreedeemed cancelled.

Closing. On (a) The Closing shall take place no later than three (3) Business Days after the satisfaction or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full waiver of the Purchase Price conditions precedent to the Company Closing specified in Article VII (other than those conditions that, by the Escrow Agent. Notwithstanding anything to the contrary hereintheir nature, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall cannot limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On be satisfied until the Closing Date, upon confirmation that but subject to such satisfaction or waiver at the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place ) at the offices of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇, LLP, 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ LLP, (including any Persons connected by remote access to the Closing) or at such other location time and place as the Parties may mutually agree in writing; provided, however, that in no event shall Purchaser be obligated to consummate the Closing unless and until (a) the first Business Day immediately following the day that the Marketing Period expires, or (b) Purchaser has provided two Business Days’ written notice to Seller specifying a Closing Date prior to the date specified in the preceding clause (a) (a “Closing Date Notice”), in which case, on such other specified date (provided, that (i) any Closing Date Notice may be withdrawn and a new Closing Date Notice may be delivered with respect to a later Closing Date to occur prior to the date in clause (a) of this proviso on no less than two Business Days’ notice, and (ii) the Closing Date specified in any Closing Date Notice may be conditioned upon the simultaneous completion of the Financing; provided, further, that if such Financing is not completed for any reason at any time, such Closing Date Notice shall automatically be deemed withdrawn). The date on which the Closing occurs is referred to as the Company “Closing Date”. The Closing shall be deemed to occur and be effective as of 12:01 a.m. Eastern Standard Time on the Investors Closing Date. (b) At the Closing, Seller shall mutually agree.deliver, or cause to be delivered, to Purchaser the instruments and documents set forth on Exhibit A. (c) At the Closing, Purchaser shall (i) make the payments specified in Section 2.05(b) in accordance with the terms thereof and (ii) deliver to Seller the instruments and documents set forth on Exhibit B.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to (a) The closing of the account designated by the Escrow Agent in writing Subscriptions contemplated hereby (the “Escrow AccountClosing”) is contingent upon the substantially concurrent Acquisition Closing and shall occur immediately prior thereto. Not less than two (2) business days prior to the scheduled Acquisition Closing date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of the date of Closing hereunder (the “Closing Date”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that (i) the Escrow Account contains an amount equal 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 Purchase Price 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 that Section 2(a)(iv) (in respect of the other conditions to closing specified herein have been satisfied or duly waivedtotal number of Private Placement Shares, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveif any, the Escrow Agent shall promptly cause a being acquired thereunder) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. In the event the Acquisition Closing does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return to Subscriber the aggregate cash purchase price deposited with the Issuer, and any book-entries or share certificates shall be sent deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the account Issuer. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the Company qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as instructed of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (except, in each case, to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); (iii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing by a proceeding seeking to impose any such prevention or prohibition; (v) the CompanyPurchase Agreement shall not have been amended in a manner materially adverse to the Preferred Shares or Common Shares; and (vi) all conditions precedent to the Acquisition Closing, in including the amount approval of the full Purchase Price. Upon receipt Issuer’s stockholders, shall have been satisfied (other than those conditions that may only be satisfied at the Acquisition Closing), but subject to satisfaction of such conditions as of the Purchase Price by Acquisition Closing. (c) At the CompanyClosing, the certificates evidencing the Shares parties hereto shall be released to the Investors (the “Closing”). The Closing of the purchase execute and sale of the Shares shall deliver such additional documents and take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date additional actions as the Company parties reasonably may deem to be practical and necessary in order to consummate the Investors shall mutually agreeSubscriptions as contemplated by this Subscription Agreement.

Closing. On (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Pursuant to the Redemption Offset Agreement, the Company shall provide the Closing Notice (as defined in the Redemption Offset Agreement) (which may be via email) to Subscriber, which Closing Notice shall also include the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”). (b) As of the date of this Subscription Agreement, Subscriber shall deliver to the escrow account specified in the Closing Notice the Purchase Price by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to October 31the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, 2016then immediately upon such termination or failure of closing, each Investor shall cause a the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to be sent the account specified by Subscriber. 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. In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the Scheduled Closing Date, (i) Subscriber shall deliver to the account designated specified by the Escrow Agent Company in writing the Closing Notice, which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and ii) the Company shall deliver to Subscriber (or to a custodian designated by Subscriber) the Escrow AgentAcquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in trust, a certificate book-entry form in the name of the Subscriber (or certificates, registered its nominee in such name or names as accordance with its delivery instructions) on the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release Company’s share register and will provide to the Investors only upon release in full Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price to the Company has already been sent by the Escrow Agent. Notwithstanding anything to the contrary hereinSubscriber, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016then immediately upon such termination or failure of closing, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to will promptly (but in no event longer than one (1) business day thereafter) return such Investor. In the event Purchase Price, without any deduction for or on account of any such terminationtax, such Investor’s rights and status as an Investor hereunder (including without limitation the right withholding, charges, or set-off, to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Subscriber by wire transfer in immediately available funds to be sent the account specified by Subscriber. 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. (c) On the Closing Date, subject to the account satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company as instructed on or prior to the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in writing immediately available funds to the escrow account specified by the CompanyCompany in the Closing Notice, the Company shall deliver to Subscriber 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 amount name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of the full Purchase Price. Upon receipt Acquired Shares on and as of the Purchase Price by Closing Date. Each book entry for the CompanyAcquired Shares shall contain a notation, the certificates and each certificate (if any) evidencing the Acquired Shares shall be released stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. To the extent Subscriber is relying on the representation in paragraph (i)(c) of Section 5(c) below, each book entry for the Acquired Shares shall also contain a notation, and each certificate (if any) evidencing the Acquired Shares shall also be stamped or otherwise imprinted with a legend, in substantially the following form: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) AGREES THAT DURING THE DISTRIBUTION COMPLIANCE PERIOD, WHICH IS THE 40 DAY PERIOD COMMENCING ON THE LATER OF THE DATE OF COMMENCEMENT OF THE DISTRIBUTION OF THESE SECURITIES AND THE DATE OF THE ORIGINAL ISSUE OF THESE SECURITIES, IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITIES EXCEPT (A) TO THE ISSUER OR ANY AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, IN EACH CASE OF (A) THROUGH (D) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (2) AGREES, DURING SUCH DISTRIBUTION COMPLIANCE PERIOD, THAT IT WILL DELIVER TO EACH PERSON TO WHOM THESE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS RESTRICTIVE LEGEND. AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS PARAGRAPH OF THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE END OF THE DISTRIBUTION COMPLIANCE PERIOD. (d) The Closing shall be subject to the Investors satisfaction on the Closing Date, or the waiver (in writing) by each of the “Closing”). The Closing parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall take place at be scheduled to occur concurrently with or on the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company and IIAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Investors Closing Date (except for representations and warranties made as of a specific date, which shall mutually agreebe true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; (iii) no amendment or modification of, or waiver with respect to the terms of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have occurred and the Common Shares (including, for the avoidance of doubt, the Acquired Shares) shall have been approved for listing on the NYSE, subject to official notice of issuance. (g) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the subscription as contemplated by this Subscription Agreement.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur following the Domestication on the closing date of the Transaction (the “Closing Date”), immediately prior to October 31or substantially concurrently with the consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementSubscriber, and the Company any book entries shall deliver be deemed cancelled. Notwithstanding such return or cancellation, unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price redeliver funds to the Company by in escrow following the Escrow AgentCompany’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. Notwithstanding anything For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to the contrary herein, close in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event State of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) At least five Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to October 31the Closing Date as set forth in the Closing Notice, 2016Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, each Investor for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall cause a be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations (y) unless and until this Subscription Agreement is terminated in accordance with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.Section 6 herein,

Closing. On The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to, the consummation of the Transactions. Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least 5 Business Days prior to October 31the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), 2016Subscriber shall deliver to the Issuer no later than three Business Days prior to the Expected Closing Date, each Investor shall cause a the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent Issuer in writing (the “Escrow Account”)Closing Notice, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are funds to be held for release to by the Investors only upon release Issuer in full escrow until the Closing. If the Transactions are not consummated within five Business Days of the Expected Closing Date, the Issuer shall return the Purchase Price to the Company Subscriber by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a 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 sent 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 account Closing Date, and (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 Closing upon satisfaction of the Company conditions set forth in this Section 3, subject to termination of 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 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 instructed in writing by the Companyapplicable. For purposes of this Subscription Agreement, “Business Day” means any day that, in the amount of the full Purchase Price. Upon receipt of the Purchase Price New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by the Company, the certificates evidencing the Shares shall be released law or regulation to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeclose.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing completion of the purchase and sale of the Purchased Shares (the “Closing”) shall take place at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ LLP▇▇▇▇, at 9:00 a.m., local time, upon five (5) Business Days’ written notice (the “Closing Notice”) from the Company to the Purchaser stating that the conditions set forth in Articles 7, 8 and 9 hereof (the “Closing Conditions”) are expected to be satisfied or waived 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 other location time. If the Closing is not consummated on the date set forth in the Closing Notice because the Closing Conditions have not been satisfied or waived, and this Agreement has not been terminated in accordance with its terms, the 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 immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit D, authorize its transfer agent to either issue to the Purchaser via the Depository Trust Company’s DWAC system to the account of the Purchaser’s broker, the number of Purchased Shares set forth on Schedule I hereto or issue to the Purchaser one or more stock certificates (the “Certificates”) registered in the name of the Purchaser (or in such other 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 Schedule I hereto, and bearing the legend set forth in Section 4(j) herein. Closing documents may be delivered by facsimile. The date of the Closing is referred to herein as the Company and the Investors shall mutually agree“Closing Date.”

Closing. On or The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction (the “Transaction Closing Date”). Not less than ten (10) business days prior to October 31the scheduled Transaction Closing Date, 2016the Company shall provide written notice to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, each Investor shall cause a wire transfer in immediately available funds (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be sent satisfied or waived, and (iii) wire instructions for delivery of the Purchase Price to the account designated by the Escrow Agent (as defined below). The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one (1) business day prior to the Transaction Closing Date specified in writing the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the undersigned to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in an amount representing such Investor’s Subscription Amount as set forth immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the undersigned, no later than the date on Schedule 1 Attached this Agreementwhich the Closing Notice is delivered to the undersigned, and a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. On the Transaction Closing Date, the Company shall deliver to the Escrow Agentundersigned (i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in trustthe name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (ii) a certificate copy of the records of the Company’s transfer agent showing the undersigned (or certificates, registered in such name nominee or names custodian) as the Investors may designate, representing owner of the Shares, with instructions that such certificates are to be held for release Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Investors only upon release in full of undersigned (or its nominee or custodian, if applicable), the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in shall be released from the Escrow Account in full automatically and on time without further action by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachundersigned. On If the Transaction Closing does not occur within two (2) business days after the Transaction Closing Date specified in the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveNotice, the Escrow Agent shall promptly cause a (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to be sent the account specified by the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the undersigned shall promptly return such certificates to the Company or, as instructed in writing directed by the Company, in to the amount Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the full Purchase PricePrice for the Shares, the Escrow Agent shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned, whether or not the Transaction Closing shall have occurred. Upon receipt If this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned of the Purchase Price by the CompanyEscrow Agent, the certificates evidencing transfer the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeCompany.

Closing. On or a. The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date immediately prior to, and is contingent upon, the consummation of the Transaction. b. At least five (5) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to October 31the Closing Date, 2016Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, each Investor including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued. No later than two (2) Business Days prior to the Closing Date, Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, for any Subscriber that informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended or (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’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 by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (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 evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. If the consummation of the Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than one (1) Business Day thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementSubscriber, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, any book entries representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Subscribed Shares shall be released to the Investors (the “Closing”)deemed cancelled. The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Notwithstanding such return or at such other location and on such other date as the Company and the Investors shall mutually agreecancellation.

Closing. On The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction and satisfaction of the other conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) NextGen to the Investor (the “Closing Notice”), that NextGen reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on 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 NextGen, one (1) business day prior to October 31the expected closing date specified in the Closing Notice (or such other date agreed to in writing by NextGen), 2016, each Investor shall cause a the Subscription Amount by wire transfer of United States dollars in immediately available funds to be sent to the account designated account(s) specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, NextGen in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Notice. On the Closing Date, upon confirmation that NextGen shall issue the Escrow Account contains an amount equal Shares to the Purchase Price Investor and that subsequently cause the Shares to be registered in book-entry form in the name of the Investor on NextGen’s share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other conditions than a Saturday, Sunday or other day on which commercial banks in 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 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. In the event the Closing Date does not occur within two (2) business days after the expected closing date specified herein have been satisfied or duly waivedin the Closing Notice, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent NextGen shall promptly cause a (but not later than two (2) business days after the expected closing date specified in the Closing Notice) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to be sent to the account of the Company as instructed in writing specified by the CompanyInvestor, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing and any book-entries for the Shares shall be released 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 its obligation to purchase the Shares at the Closing. For the avoidance of doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Shares and prior to the Investors Closing, NextGen shall promptly (but not later than three (3) business days thereafter) return the “Closing”). The Closing Purchase Price to Investor without any deduction for or on account of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPany tax, withholding, charges or at such other location and on such other date as the Company and the Investors shall mutually agreeset-off.

Closing. On or a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur immediately prior to October 31the merger of Pace into a subsidiary of the Issuer in connection therewith. Not less than five (5) business days prior to the scheduled closing date of the Transaction (the “Closing Date”), 2016Pace shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. Subscriber shall deliver to Pace at least one (1) business day prior to the Closing Date, each Investor shall cause a to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, Pace in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Notice. On the Closing Date, upon confirmation that Pace shall deliver to Subscriber the Escrow Account contains an amount equal to Acquired Shares in book entry form and a copy of the register of members of Pace showing Subscriber as the owner of the Acquired Shares, and the Purchase Price shall be released from escrow automatically and that without further action by Pace or Subscriber. In the other event the Closing does not occur on the Closing Date, Pace shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of Pace, the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of Pace, the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby; and (iv) all conditions precedent to the closing specified herein of the Transaction, including the approval of Pace’s shareholders, shall have been satisfied or duly waivedwaived (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction). c. At the Closing, the Company parties hereto shall file execute and deliver such additional documents and take such additional actions as the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds parties reasonably may deem to be sent practical and necessary in order to consummate the account of the Company Subscription as instructed in writing contemplated by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreethis Subscription Agreement.

Closing. On or a. The consummation of the Subscription contemplated hereby (the “Closing”) shall be contingent upon, and occur on the Closing Date immediately prior to October 31or concurrently with the consummation of the Transaction. b. At least seven Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two Business Days after receiving the Closing Notice, each Investor Subscriber shall cause deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares and Warrants to Subscriber. No later than two Business Days after receiving the Closing Notice, Subscriber shall also deliver to the Company the Purchase Price, by wire transfer in immediately available funds, to the account specified in the Closing Notice against delivery following the Closing by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or 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 evidence from the transfer agent of the issuance of the Warrants, registered in the name of Subscriber (or its nominee in accordance with its delivery instructions). In the event that the consummation of the Transaction does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber (and any book-entries for the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Subscribed Shares shall be released deemed repurchased and cancelled); provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the Investors (the “Closing”). The Closing failure of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.Closing to

Closing. On or a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall occur immediately prior thereto. Not less than seven (7) business days prior to October 31the scheduled closing date of the Transactions (the “Closing Date”), 2016the Company shall provide written notice to Subscriber (the “Closing Notice”) specifying (i) that the Company reasonably expects all conditions to the closing of the Transactions to be satisfied on a date that is not less than seven (7) business days from the date of the Closing Notice and (ii) instructions for wiring the Purchase Price for the Acquired Shares. Subscriber shall deliver to the Company at least two (2) business days prior to the Closing Date, each Investor shall cause a to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Notice. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal Company shall deliver to Subscriber the Acquired Shares in book entry form, and the Purchase Price shall be released from escrow automatically and that without further action by the other Company or Subscriber. In the event the Closing does not occur on the Closing Date, the Company shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening in writing of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the Company and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Company and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restricting, prohibiting or enjoining consummation of the transactions contemplated hereby; and (iv) all conditions precedent to the closing specified herein of the Transactions set forth in the Merger Agreement, including the approval of the Company’s stockholders, shall have been satisfied or duly waived. c. At the Closing, the Company parties hereto shall file execute and deliver such additional documents and take such additional actions as the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds parties reasonably may deem to be sent practical and necessary in order to consummate the account of the Company Subscription as instructed in writing contemplated by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreethis Subscription Agreement.

Closing. On The closing (each a “Closing”) of the 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 last of all conditions precedent for at least four (4) Transactions (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, shall occur on the date that is fifteen (15) days after the satisfaction (or waiver) of the last of all such conditions precedent for the applicable Transaction (each, a “Remaining Scheduled Closing Date”; together with the First Scheduled Closing Date, the “Scheduled Closing Date(s)”); provided, however, that Homburg shall have the right to adjourn a particular Scheduled Closing Date not more than two (2) times to a Business Day that is not later than June 29, 2007 by delivery of written notice to Cedar on or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent the original Scheduled Closing Date of the adjourned Scheduled Closing Date. Without limitation to the account designated by foregoing, the Escrow Agent in writing (parties agree to use commercially reasonable efforts to close as many of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount Transactions on the same date as set forth on Schedule 1 Attached this Agreement, and practicable. Notwithstanding the Company shall deliver foregoing but subject to the Escrow Agent, in trust, a certificate right of Cedar to adjourn the Closing of one or certificates, registered in such name more Transactions pursuant to Section 10(b) or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinSection 23 hereof, in the event that all of the conditions precedent with respect to any Investor fails Transaction shall not have been satisfied or waived by the party entitled to deposit its Subscription Amount in do so by September 28, 2007 (the Escrow Account in full and on time by October 31“Outside Closing Date”), 2016, the Company shall have the right as a non-exclusive remedy to terminate then this Agreement immediately shall automatically terminate on such Outside Closing Date as to such Investor. In Transaction and the event of any such termination, such Investor’s rights applicable Allotted Deposit shall be refunded to Homburg and status as an Investor hereunder (including without limitation the right to acquire any Shares) Consideration shall automatically terminate. Any such termination shall not limit any other right or remedy be reduced by the amount of the Company or any applicable Allotted Consideration, whereupon the parties hereto shall be relieved of all further liability or obligation of the Purchaser and responsibility under this Agreement with respect to such breachTransaction (except for any obligation expressly provided to survive a termination of this Agreement). On 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 shall occur being herein referred to as a “Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The 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 applicable Transaction. For the avoidance of doubt, nothing contained in this Section 4 shall be construed to limit the rights of Cedar pursuant to Section 41 hereinbelow respecting the closing of the purchase and sale of any Contract Property pursuant to the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeapplicable Purchase Agreement.

Closing. On or (a) The consummation of the Subscription (the “Closing”) shall take place after the Domestication and shall be contingent upon and occur on the closing date of the Transaction (the “Closing Date”) immediately prior to October 31or concurrently with the consummation of the Transaction. (b) At least ten (10) Business Days before the anticipated Closing Date, 2016the Issuer shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Issuer. No later than five (5) Business Days after receiving the Closing Notice, each Investor Subscriber shall deliver to the Issuer (A) such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person or entity in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 and (B) the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or 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. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and Subscriber, the Issuer shall promptly (but in no event later than ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Issuer by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the Escrow Agent failure of the Closing to occur on the Closing Date specified in writing the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the “Escrow Account”)conditions to Closing set forth in this Section 2, in an amount representing such Investoror (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount as set forth on Schedule 1 Attached this Agreement, and purchase the Company shall deliver to Subscribed Shares at the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any Investor fails to deposit its Subscription Amount in day other than a Saturday, Sunday or a day on which the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event Federal Reserve Bank of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York is closed.

Closing. On or prior to October 31the Closing Date, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent upon the terms and subject to the account designated conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Escrow Agent in writing parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of up to 51,500.000 principal amount of Notes and Warrants as determined pursuant to Section 2.2(a) (such purchase and sale being the “Escrow AccountClosing”), in an amount representing . Each Purchaser shall deliver to the Company such InvestorPurchaser’s Subscription Amount as set forth on Schedule 1 Attached this AgreementAmount, and the Company shall deliver to each Purchaser its respective Note and Warrants, as determined pursuant to Section 2.2(a), and the Escrow AgentCompany and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, in trust, a certificate the Closing shall occur at the offices of G&M or certificates, registered in such name or names other location as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agentparties shall mutually agree. Notwithstanding anything herein to the contrary hereincontrary, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and initial Closing must take place on time by October 31or before May 2, 2016. The Closing Date for the final Closing shall occur on or before June 30, 2016 (the “Termination Date”). With respect to any Closing not held on or before the Termination Date, the Company shall have cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective Purchaser. Notwithstanding of the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event date of any Closing subsequent to the initial Closing, all time effective clauses in the Transaction Documents shall commence on the initial Closing Date and Transaction Documents will be deemed modified Mutatis Mutandum in connection with such terminationsubsequent Closings, such Investor’s rights and status as an Investor hereunder (including without limitation if any, that take place after the right to acquire any Shares) shall automatically terminateinitial Closing. Any such termination shall not limit any other right or remedy The ‘Maturity Date of the Company or any liability or obligation Notes issued at all Closing subsequent to the initial Closing and the exercise period of the Purchaser with respect to Warrants issued at such breach. On Closings shall be the same as the Maturity Date of the Notes issued at the initial Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations be co-terminous with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account exercise period of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place Warrants issued at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeinitial Closing.

Closing. On or a. Subject to the terms of this Subscription Agreement, the consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date immediately prior to October 31or substantially concurrently with the consummation of the Transaction. b. At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days after receiving the Closing Notice, each Investor Subscriber shall cause deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber. Subscriber shall deliver to the Company, no later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, (a) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing and (b) such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable 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) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than one (1) Business Day thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, Subscriber and the Company any book entries shall be deemed cancelled. Subscriber shall not be required to deliver to the Escrow AgentCompany on more than two (2) occasions, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price pursuant to the Company by the Escrow Agenta Closing Notice. Notwithstanding anything such return or cancellation, a failure to close on the contrary hereinanticipated Closing Date shall not, in the event any Investor fails by itself, be deemed to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as be a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event failure of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company conditions to Closing set forth in this Section 2 to be satisfied or any liability waived on or obligation of the Purchaser with respect prior to such breach. On the Closing Date. For the purposes of this Subscription Agreement, upon confirmation that “Business Day” means any day other than a Saturday, Sunday or a day on which the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate Federal Reserve Bank of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York is closed.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately prior to October 31or substantially concurrently with the consummation of, 2016and conditioned upon the effectiveness of, each Investor the Transaction. (b) At least ten (10) Business Days prior to the date the Company reasonably expects all conditions to the closing of the Transaction to be satisfied and the closing of the Transaction to actually occur (the “Anticipated Closing Date”), the Company shall cause deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the Anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Anticipated Closing Date or such other time agreed to in writing between the Company and the Subscriber, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. [Notwithstanding the foregoing two sentences, if Subscriber 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: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’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 by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed 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) and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date.]1 In the event that the consummation of the Transaction does not occur within two (2) Business Days after the Anticipated Closing Date, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than one (1) Business Day after such two (2) Business Day period has lapsed) return the Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (1) to redeliver funds to the Purchase Price Company in accordance with this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice and that (2) to consummate the other conditions Closing immediately prior to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations substantially concurrently with the Registrar consummation of Corporationsthe Transaction. Upon confirmation that For the Certificate purposes of Designations has been filed and has become effectivethis Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in either (A) the Escrow Agent shall promptly cause a wire transfer in immediately available funds State of New York or (B) Edinburgh, United Kingdom. 1 Note to Draft: Language to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeincluded for mutual funds.

Closing. On or prior to October 31The closing of the sale, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to purchase and issuance of the account designated by the Escrow Agent in writing PIPE Securities contemplated hereby (the “Escrow AccountClosing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), in an amount representing such that 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’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company Investor shall deliver to ListCo, three (3) business days prior to the Escrow Agentanticipated closing date specified in the Closing Notice, any other information that is reasonably requested in trustthe Closing Notice in order for the PIPE Securities to be issued to the Investor, a certificate or certificatesincluding, registered without limitation, the legal name of the person in whose name such name or names as the Investors may designate, representing the Shares, with instructions that such certificates securities are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinissued and a duly executed Internal Revenue Service Form W-9 or W-8, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachapplicable. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal ListCo shall issue a number of PIPE Securities to the Purchase Price Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and that subsequently cause the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds Shares to be sent to the account registered in book entry form, free and clear of the Company as instructed in writing by the Companyall liens (other than those arising under applicable securities laws), in the amount name of the full Purchase PriceInvestor on ListCo’s share register. Upon receipt In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the number of Class A Shares (as defined below) set forth on the signature page hereto, which it currently holds as of the Purchase Price by date of this Subscription Agreement, prior to and in connection with the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing consummation of the purchase and sale Transaction in accordance with Section 15 hereof. For purposes of the Shares this Subscription Agreement, “business day” shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPmean any day other than a Saturday, Sunday or at such other location and a day on such other date as the Company and the Investors shall mutually agreewhich commercial banking institutions in New York, New York are authorized or required to close for business.

Closing. On (a) The initial closing of the purchase of Convertible Notes shall occur on any Business Day (i) after the satisfaction or waiver of the conditions set forth in 6.1 and Section 6.2 (other than those conditions that by their terms are to be satisfied at the applicable Closing, but subject to the satisfaction or waiver of those conditions), and (ii) on or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by date of the Escrow Agent in writing first Subsequent Closing (as defined below) (the “Escrow AccountInitial Closing”), in an amount representing such Investor’s Subscription Amount as . One or more additional closings of the purchase of Convertible Notes shall occur on any Business Day (i) following the execution and delivery of the Merger Agreement and after the satisfaction or waiver of the conditions set forth on Schedule 1 Attached this Agreement, in 6.1 and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions Section 6.2 (other than those conditions that such certificates by their terms are to be held for release satisfied at the applicable Closing, but subject to the Investors only upon release in full satisfaction or waiver of those conditions), and (ii) on or after the date of the Purchase Price to Initial Closing (a “Subsequent Closing” and, together with the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016Initial Closing, the Company shall have the right as “Closings” or each individually, a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). (b) No Closing shall occur before or after the Draw Period. The aggregate principal amount of Convertible Notes issued at the Closings shall not exceed $30,000,000. (c) Any Closing of the purchase and sale of the Shares shall take place at remotely via the offices electronic exchange of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPdocuments and signatures, or at such other location time and on such other date place as the Parties may agree in writing. The date on which the Closing actually occurs shall be referred to herein as the “Closing Date.” (d) At or prior to the Closing, the Company shall: (i) deliver or cause to be delivered to Purchaser: (A) a certificate of good standing of the Company as of a date no earlier than two Business Days prior to the Closing Date; (B) at the time of the Initial Closing, the certificate contemplated by Section 6.1g); (C) a duly executed Convertible Note registered in the name of Purchaser, free and clear of all Liens; (D) at the time of the Initial Closing, an opinion from the Company’s outside legal counsel, dated as of the Closing Date, in a customary form reasonably acceptable to Purchaser; (E) at the time of the Initial Closing, (I) the consent of MidCap Financial Trust for the issuance of Convertible Notes, pursuant to the terms of the Company Existing Loan Documents and (II) an executed subordination agreement by and among MidCap Financial Trust, the Purchaser and the Investors shall mutually agreeCompany (the “Subordination Agreement”); (F) at the time of the Initial Closing, copies of the resolutions or written consents duly adopted by the Board and certified by the Company’s secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (G) at the time of the Initial Closing, counterparts to the Registration Rights Agreement and the Subordination Agreement. (ii) deliver or cause to be delivered any other customary documents or certificates reasonably requested by Purchaser which are reasonably necessary to give effect to the Closing. (e) At or prior to the Closing, Purchaser shall: (i) pay or cause to be paid the Company the applicable portion of the Purchase Price for such Closing by wire transfer of immediately available funds; and (ii) at the time of the Initial Closing, deliver or cause to be delivered counterparts to the Registration Rights Agreement and the Subordination Agreement.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent Subject to the account designated by satisfaction or waiver of the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions set forth on Schedule 1 Attached in Section 6 of this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares Securities (the “Closing”) contemplated hereby is contingent upon the concurrent consummation of the Merger. The Closing shall take place occur on the date of, and concurrently with and conditioned upon the effectiveness of the Merger and the Purchasers will be notified of such date at least five (5) business days in advance by [the offices Company and/or Target Company](the “Closing Date”). The Closing shall occur remotely via exchange of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPdocuments 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 other location and on such other date Closing as set forth in Exhibit A, in each case against payment to the Company of the purchase price in full by wire transfer to the Escrow Agent of immediately available funds, at or prior to the Closing, ​ ​ in accordance with wire instructions provided to the Purchaser prior to Closing, Such funds will be held for the Purchaser’s benefit in the Escrow Account without interest or offset. (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 Investors 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 mutually agreenot terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. If the Closing does not occur within Twenty (20) business days after the expected Closing Date, any amounts deposited into the Escrow Account by or on behalf of the Purchaser shall be returned to the Purchaser or its designee promptly, without interest or offset.

Closing. On or The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than five business days prior to October 31the scheduled or anticipated Transaction Closing Date, 2016the Company shall provide written notice to the Subscriber (the “Closing Notice”) (i) setting forth the scheduled or anticipated Transaction Closing Date, each Investor shall cause a wire transfer in immediately available funds (ii) stating that the Company reasonably expects all conditions to the Transaction Closing to be sent satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price to the account designated by the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one business day prior to the Transaction Closing Date specified in writing the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in an amount representing such Investor’s Subscription Amount as set forth immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, no later than the date on Schedule 1 Attached this Agreementwhich the Closing Notice is delivered to the Subscriber, and a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. On the Transaction Closing Date, the Company shall deliver to the Escrow AgentSubscriber (i) the Shares in book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in trustthe name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) a certificate copy of the records of the Company’s transfer agent showing the Subscriber (or certificates, registered in such name nominee or names custodian) as the Investors may designate, representing owner of the Shares, with instructions that such certificates are to be held for release Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Investors only upon release in full of Subscriber (or its nominee or custodian, if applicable), the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in shall be released from the Escrow Account in full automatically and on time without further action by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachSubscriber. On If the Transaction Closing does not occur within one business day after the Transaction Closing Date specified in the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveNotice, the Escrow Agent shall promptly cause a (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to be sent the account specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the Subscriber shall promptly return such certificates to the Company or, as instructed in writing directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 8 hereof following the amount of delivery by the full Purchase Price. Upon receipt Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the CompanySubscriber. Notwithstanding the foregoing in this Section 2, if the Subscriber 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 provided above, the certificates evidencing following shall apply: the Shares Subscriber shall be released deliver at 8:00 a.m. New York City time on the Transaction Closing Date (or as soon as practicable prior to the Investors (Transaction Closing on the “Closing”). The Transaction Closing Date, following receipt of evidence from the Company’s transfer agent of the purchase and sale issuance to the Subscriber of the Shares shall take place at on and as of the offices Transaction Closing Date) the Purchase Price for the Shares by wire transfer of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to the Subscriber of 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 Investors shall mutually agreename of the Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to the Subscriber of the Shares on and as of the Transaction Closing Date.

Closing. On or (a) The consummation of the Subscription (the “Closing”) shall be contingent upon the Merger, and shall be contingent upon and occur on the Closing Date immediately prior to October 31or concurrently with the consummation of the Transaction. (b) At least fifteen (15) Business Days before the anticipated Closing Date, 2016the Issuer shall deliver written notice to Equity Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Issuer. No later than three (3) Business Days after receiving the Closing Notice, each Investor Equity Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Equity Subscriber. Ten (10) Business Days prior to the expected Closing Date specified in the Closing Notice, Equity Subscriber shall deliver to the Issuer, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Equity Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Equity Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Equity Subscriber, as applicable. In the event that the consummation of the Transaction does not occur within ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice, the Issuer shall promptly (but in no event later than ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Equity Subscriber to the Issuer by wire transfer in immediately available funds to be sent to the account designated specified by Equity Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the Escrow Agent failure of the Closing to occur on the Closing Date specified in writing the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the “Escrow Account”)conditions to Closing set forth in this Section 2, in an amount representing such Investoror (z) otherwise relieve any party of any of its obligations hereunder, including Equity Subscriber’s obligation to redeliver the Subscription Amount as set forth on Schedule 1 Attached and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Equity Subscriber and the Company Warrant Subscriber shall deliver to the Escrow Agent, in trust, Company a certificate duly completed and executed Internal Revenue Service Form W-9 or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeappropriate Form W-8.

Closing. On The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the closing date of, and immediately prior to, the consummation of the Transaction. Upon not less than three (3) business days’ written notice from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than three (3) business days from the date of the Closing Notice, Subscriber shall deliver to an independent third party escrow agent to the Closing selected by the Placement Agent and reasonably acceptable to the Company (the “Escrow Agent”), at least one (1) business day prior to October 31the closing date specified in the Closing Notice (the “Closing Date”), 2016to be held in escrow until the Closing pursuant to the terms of that certain Escrow Agreement entered into prior to the Closing Date, each Investor shall cause a by and among the Company, the Escrow Agent and the Placement Agent (the “Escrow Agent”), the Purchase Price for the Closing Securities by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and Closing Notice against delivery by the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full Subscriber of the Purchase Price to the Company Closing Securities in book-entry form (or in certificated form if indicated by the Escrow Agent. Notwithstanding anything to Subscriber on the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such InvestorSubscriber’s signature page hereto). In the event the Closing does not occur within two (2) business days of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of (but not later than two (2) business days thereafter) return the Purchase Price by the Company, the certificates evidencing the Shares shall be released = to Subscriber otherwise pursuant to the Investors (the “Closing”). The Closing terms of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeEscrow Agreement.

Closing. On or The closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrent with the consummation of the Transactions Closing (the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth herein; provided that the Closing shall occur after the First Effective Time (as defined in the Business Combination Agreement, the “First Effective Time”). Not less than five (5) business days prior to October 31the anticipated Closing Date, 2016the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Closing Date. No later than three business days after receiving the Closing Notice, each Investor Subscriber shall cause a deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares and the Warrants to Subscriber. Subscriber shall deliver on or before two (2) business days prior to the anticipated Closing Date the Subscription Price for the Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the escrow account designated specified by the Escrow Agent Issuer in writing the Closing Notice, to be held by the escrow agent until the Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall register, or cause to be registered in the records of the Issuer’s transfer agent (the “Escrow AccountTransfer Agent”), the Shares in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreementbook entry form, free and the Company shall deliver to the Escrow Agent, in trust, a certificate clear of any liens or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinother restrictions (other than those arising under applicable securities laws), in the event any Investor fails name of Subscriber (or its nominee in accordance with its delivery instructions) or to deposit its a custodian designated by Subscriber, as applicable. For purposes of this Subscription Amount Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in the Escrow Account in full and on time by October 31, 2016New York, the Company shall have the right as a non-exclusive remedy Cayman Islands or Brazil are authorized or required by law to terminate this Agreement immediately as to such Investorclose. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that Date does not occur within three (3) business days after the Escrow Account contains an amount equal to anticipated Closing Date identified in the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waivedClosing Notice, the Company Issuer shall file cause the Certificate of Designations with escrow agent to promptly (but not later than three (3) business days thereafter) return the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Subscription Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to be sent to the account specified by Subscriber, and any book entries shall be deemed cancelled; provided that unless this Subscription Agreement has been validly terminated pursuant to Section 5, neither the failure of the Company as instructed in writing by Closing to occur on the CompanyClosing Date nor such return of funds shall (a) terminate this Subscription Agreement, in the amount (b) be deemed to be a failure of any of the full Purchase Price. Upon receipt conditions of the Purchase Price by the CompanyClosing set forth in Section 2.3, the certificates evidencing or (c) relieve Subscriber of its obligation to purchase the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices Closing upon delivery of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at such other location Closing, Subscriber shall deliver to Issuer a duly completed and on such other date as the Company and the Investors shall mutually agreeexecuted Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. On a. The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction substantially concurrently with the consummation of the Transaction. Upon not less than five (5) business days’ written notice from (or prior on behalf of) the Company to October 31Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, 2016, each Investor Subscriber shall cause a deliver to the Company on the closing date specified in the Closing Notice (the “Closing Date”) the Purchase Price for the Acquired Securities by wire transfer of United States dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent Company in writing the Closing Notice against delivery by the Company to Subscriber of (i) the “Escrow Account”Acquired Securities 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 an amount representing the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Acquired Securities on and as of the Closing Date and (iii) written notice from the Company or its transfer agent evidencing the transfer of the Additional Shares. b. The obligations of the Company and Sponsor hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the Company and the Sponsor at any time by providing prior written notice of such Investor’s waiver: (i) Subscriber shall have delivered to the Company the applicable Purchase Price for the Acquired Securities being purchased by Subscriber at the Closing by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by the Company; (ii) all representations and warranties of Subscriber contained in this Subscription Amount Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and (vi) all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived. c. The obligations of Subscriber hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Subscriber’s sole benefit and may be waived by such Subscriber at any time: (i) the Company shall have delivered to Subscriber the Acquired Securities being purchased by Subscriber at the Closing pursuant to this Subscription Agreement; (ii) Sponsor shall have delivered to Subscriber the Additional Shares being purchased by the Subscriber at the Closing pursuant to this Subscription Agreement; (iii) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except with respect to representations and warranties made as of a particular date, which shall be true and correct in all material respects as of the date specified), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (except with respect to representations and warranties made as of a particular date), but in each case without giving effect to consummation of the Transaction, and Subscriber shall have received a certificate, executed by the duly authorized officer of the Company, dated as of the Closing Date, to the foregoing effect; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (v) no suspension of the qualification of the Acquired Securities for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (vi) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (vii) the Company’s Class A Common Stock shall be listed on Schedule 1 Attached this Agreementthe NASDAQ Capital Market (“Nasdaq”), and the Company shall deliver have obtained approval of Nasdaq to list the shares of Class A Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) or upon exercise of the Warrants (the “Warrant Exercise Shares”), subject to official notice of issuance, and no notice of delisting (or notice that the listing or quotation of the Class A Common Stock will be conditioned or delayed) shall have been received from Nasdaq; (viii) all conditions precedent to the Escrow Agentclosing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived; (ix) the Transaction shall have been, or substantially concurrently with the Closing shall be, consummated in trustaccordance with the terms of the Business Combination Agreement, a certificate dated as of December 20, 2016, and the Side Letter, dated as of December 20, 2016, by and between the Company and the Sponsor (the “Side Letter”, and collectively with the Business Combination Agreement, the “Company Transaction Documents”); and (x) (i) the provisions of the Company Transaction Documents relating directly or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release indirectly to the Investors only upon release right of holders of Class A Common Stock to redeem all or a portion of their shares of Class A Common Stock in full of connection with the Purchase Price Closing or to payments by any person to the Company by in connection with such redemptions, including Section 6.3(d) of the Escrow Agent. Notwithstanding anything to Business Combination Agreement and Section 1(b) of the contrary hereinSide Letter and any related defined terms, shall not have been amended or modified in a manner that would have an adverse effect, in any respect, on the event any Investor fails to deposit its Subscription Amount Subscriber’s investment in the Escrow Account in full Acquired Securities, and on time by October 31, 2016, none of the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such InvestorCompany’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein provisions shall have been satisfied waived in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and (ii) the Company Transaction Documents shall not otherwise have been amended or duly waivedmodified in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s other rights under the Company Transaction Documents shall have been waived in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, in each case without the prior written consent of Subscriber. d. At the Closing, the Company parties hereto shall file execute and deliver such additional documents and take such additional actions as the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds parties reasonably may deem to be sent practical and necessary in order to consummate the account of the Company Subscription as instructed in writing contemplated by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreethis Subscription Agreement.

Closing. On or a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur immediately prior thereto. Not less than five (5) business days prior to October 31the scheduled closing date of the Transaction (the “Closing Date”), 2016the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. Subscriber shall deliver to the Issuer at least one (1) business day prior to the Closing Date, each Investor shall cause a to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, Issuer in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. Closing Notice. b. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal Issuer shall deliver to Subscriber (i) the Acquired Shares in certificated or book entry form (at the Issuer’s election), 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) 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. In the event the Transaction does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber, and that 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 other Issuer. c. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (iii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and (v) all conditions precedent to the closing specified herein of the Transaction, including the approval of the Issuer’s shareholders, shall have been satisfied or duly waivedwaived (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction). d. At the Closing, the Company parties hereto shall file execute and deliver such additional documents and take such additional actions as the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds parties reasonably may deem to be sent practical and necessary in order to consummate the account of the Company Subscription as instructed in writing contemplated by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreethis Subscription Agreement.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), immediately prior to October 31or substantially concurrently with the consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than three (3) Business Days prior to the Closing Date, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person (or nominee if so instructed by the Subscriber) in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Notwithstanding the foregoing and for the avoidance of doubt, in the case of a Subscriber that is an “investment company” registered under the Investment Company Act of 1940, as amended, Subscriber shall deliver to the Company on the anticipated 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 Company in the Closing Notice (which account shall not be an escrow account) against delivery to the undersigned of the Subscribed Shares in book entry form, including evidence from the Company’s transfer agent of such issuance, on the Closing Date as described below. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise reasonably agreed to in writing by Ajax, the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Purchase Price Company following the Company’s delivery to Subscriber of a new Closing Notice and that (B) to consummate the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account Closing upon satisfaction of the Company as instructed conditions set forth in writing by this Section 2. For the Companypurposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to remain closed in the amount State of New York or the full Purchase PriceUnited Kingdom. Upon receipt of Each register and book entry for the Purchase Price by the Company, the certificates evidencing the Subscribed Shares shall be released to contain a notation in substantially the Investors (the following form: “ClosingTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full a) The closing of the Purchase Price to the Company transactions contemplated by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”), shall be effective as of the Effective Time, subject to the satisfaction or waiver in writing of all of the conditions set forth in Article VIII and Article IX. The Closing shall occur by electronic delivery of documentation, or by physical exchange of documentation at such location as Seller and Purchaser may mutually agree, (i) on the later of (A) December 9, 2013 and (B) the first Business Day that is a Monday following the first date upon which all of the purchase conditions set forth in Article VIII and sale of the Shares shall take place Article IX have been satisfied or waived in writing (other than those conditions that by their nature are to be fulfilled at the offices Closing, but subject to the fulfillment or waiver of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, such conditions) or (ii) at such other location and on time, or by such other date means, as the Company Parties may agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date”. As of 12:01 a.m., Mountain Time Zone, on the Closing Date (the “Effective Time”), Purchaser shall be entitled to take possession of the Assets and to begin operating the Restaurants (except that with respect to the Future Restaurant, the transfer of possession shall occur immediately prior to the opening of the Future Restaurant). (b) No later than one (1) Business Day prior to the Closing Date, Purchaser shall deposit, or cause to be deposited, with a title company or escrow agent mutually agreed by Seller and Purchaser (the “Title Company”) funds in an amount equal to the Closing Amount, the TAF and the Investors Development Fee. Subject to the satisfaction or waiver of all of the conditions set forth in Article VIII and Article IX, Purchaser shall mutually agreedirect the Title Company to disburse such funds to Seller (or its designee) at or prior to 12:01 p.m. (EST) on the Closing Date in accordance with the closing statement referenced in Section 2.06(e). No later than two (2) Business Days prior to the Closing Date, Seller and Purchaser shall enter into an escrow agreement with the Title Company to give effect to this Section 2.01(b). All fees of the Title Company shall be borne equally between Purchaser and Seller.

Closing. On or a. The consummation of the Subscription contemplated hereby (the “Closing”) shall occur immediately prior to October 31the consummation of the Transaction on the Closing Date. b. At least three (3) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company provided, each Investor that the Company may delay from time to time the anticipated Closing Date until the Outside Closing Date (as defined in the Transaction Agreement) following the original anticipated Closing Date identified in the Closing Notice, or such Closing Date as it may be delayed, by written notice to Subscriber if it provides Subscriber with notice of the revised Closing Date (a “Revised Closing Notice”) setting forth the revised anticipated Closing Date no later than twenty-four (24) hours prior to the then- anticipated Closing Date; provided further that, in the event the revised anticipated Closing Date set forth in the Revised Closing Notice is a date that is more than five (5) Business Days after the then anticipated Closing Date, the funds paid by the Subscriber that is held in escrow shall cause be returned to Subscriber within two (2) Business Days of the date the Company provides the Revised Closing Notice to the Subscriber. No later than one (1) Business Day after receiving the Closing Notice, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice for the Company to issue the Subscribed Shares to Subscriber. At least one (1) Business Day prior to the Closing Date identified in the Closing Notice (including any Revised Closing Notice) (unless a later time is otherwise agreed by the Company) the Subscriber shall deliver to the Company the Purchase Price in cash via wire transfer to the account specified in the Closing Notice, to be held in escrow until the Closing. Such funds shall be held on behalf of Subscriber until the Closing. By 10:00 AM on the Closing Date, and concurrently with the Closing, the Company shall deliver to Subscriber (i) the Subscribed 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) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Except as otherwise set forth in this Section 2(b), in the event that the Closing Date does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but not later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber. For the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s purposes of this Subscription Amount as set forth on Schedule 1 Attached this Agreement, and “Business Day” means any day other than a Saturday, Sunday or a day on which the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full Federal Reserve Bank of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York is closed.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction (the “Closing Date”), substantially concurrently with and conditioned upon the effectiveness of the consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, Sio NewCo shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to Sio NewCo. No later than three (3) Business Days prior to October 31the anticipated Closing Date as set forth in the Closing Notice, 2016Subscriber shall deliver the Purchase Price for the Subscribed Securities by wire transfer of United States dollars in immediately available funds to the account specified by Sio NewCo in the Closing Notice, each Investor and such funds shall cause be held by Sio NewCo in escrow, in a segregated non-interest bearing account until the Closing Date. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by Pyrophyte, Sio NewCo and the Subscriber, Sio NewCo shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return all of the funds so delivered by Subscriber to Sio NewCo by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries representing the Escrow Agent in writing Subscribed Securities, if any, shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the “Escrow Account”)anticipated Closing Date shall not, in an amount representing such Investor’s Subscription Amount as by itself, be deemed to be a failure of any of the conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal and (y) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, Subscriber shall remain obligated to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available redeliver funds to be sent Sio NewCo following Sio NewCo’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and the account Subscriber and Sio NewCo shall remain obligated to consummate the Closing upon satisfaction of the Company as instructed conditions set forth in writing by this Section 2. For the Companypurposes of this Subscription Agreement, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPBusiness Day” means any day other than a Saturday or Sunday, or at such any other location and day on such other date as the Company and the Investors shall mutually agreewhich banks located in New York, New York or governmental authorities in Canada are required or authorized by law to be closed for business.

Closing. On or The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than five business days prior to October 31the scheduled or anticipated Transaction Closing Date, 2016the Company shall provide written notice to the Subscriber (the “Closing Notice”) (i) setting forth the scheduled or anticipated Transaction Closing Date, each Investor shall cause a wire transfer in immediately available funds (ii) stating that the Company reasonably expects all conditions to the Transaction Closing to be sent satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price to the account designated by the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one business day prior to the Transaction Closing Date specified in writing the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in an amount representing such Investor’s Subscription Amount as set forth immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, no later than the date on Schedule 1 Attached this Agreementwhich the Closing Notice is delivered to the Subscriber, and a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. On the Transaction Closing Date, the Company shall deliver to the Escrow AgentSubscriber (i) the Shares in book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in trustthe name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) a certificate copy of the records of the Company’s transfer agent showing the Subscriber (or certificates, registered in such name nominee or names custodian) as the Investors may designate, representing owner of the Shares, with instructions that such certificates are to be held for release Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Investors only upon release in full of Subscriber (or its nominee or custodian, if applicable), the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in shall be released from the Escrow Account in full automatically and on time without further action by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachSubscriber. On If the Transaction Closing does not occur within one business day after the Transaction Closing Date specified in the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveNotice, the Escrow Agent shall promptly cause a (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to be sent the account specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the Subscriber shall promptly return such certificates to the Company or, as instructed in writing directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 9 hereof following the amount of delivery by the full Purchase Price. Upon receipt Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeSubscriber.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full a) The closing of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full sale and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy purchase of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors Membership Interests hereunder (the “Closing”). The Closing of the purchase and sale of the Shares ) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ (or at such other location place as the parties may agree), on a date to be mutually agreed upon by the parties, which shall be no later than the third Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII of this Agreement (other than conditions that by their terms are to be satisfied as of the Closing) (the “Closing Condition Satisfaction Date”); provided, however, that notwithstanding the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII of this Agreement (other than conditions that by their terms are to be satisfied as of the Closing), Purchaser may elect from time to time, upon written notice received by Parent no later than two Business Days prior to the latest date that the Closing otherwise would be required to occur, to defer the Closing to a date that is no later than 30 days after the third Business Day following the Closing Condition Satisfaction Date. The date on which the Closing shall occur is referred to in this Agreement as the “Closing Date.” The Closing shall be deemed to have occurred at 12:01 a.m. on the Closing Date, such that Purchaser shall be deemed the owner of the Membership Interests on and on after the Closing Date. (b) In addition to any other documents to be delivered or actions to be taken under other provisions of this Agreement, at the Closing, Parent or Holdings, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the following documents (the “Closing Deliverables”): (i) an amended and restated Cumberland Lease substantially in the form attached hereto as Exhibit B executed by each party thereto; (ii) amended and restated Generating Plant Easements substantially in the form attached hereto as Exhibit C executed by each party thereto; (iii) an amended Pipeline Agreement substantially in the form attached hereto as Exhibit D executed by each party thereto; (iv) an amended Pipeline O&M Agreement substantially in the form attached hereto as Exhibit E executed by each party thereto; (v) the Transition Services Agreement executed by Parent and Holdings or their relevant Affiliates substantially in the form attached hereto as Exhibit H (the “Transition Services Agreement”); (vi) the ACE Tax Exempt Bond Agreement and the DPL Tax Exempt Bond Agreement substantially in the form attached hereto as Exhibits J-1 and J-2, respectively, executed by each party thereto; (vii) the Deepwater Easement executed by each party thereto; (viii) the Amended and Restated Hay Road and Edge Moor Easement executed by each party thereto; (ix) a written notice of resignation from each of the officers and directors of each of the Companies which shall be effective as of the Closing Date; (x) all Books and Records which are not located at any of the Generating Plant sites and which Parent and Holdings can reasonably deliver to Purchaser at or prior to the Closing; provided, however, that (A) any Books and Records not delivered to Purchaser at or prior to the Closing shall be delivered by Parent and Holdings as promptly as practicable following the Closing and (B) subject to Section 6.19, Parent shall be entitled to retain copies of any Books and Records relating to the business, assets or operations (1) of Parent or any of its Affiliates (other than the Companies) and (2) of the Companies to the extent required of Parent or any of its Affiliates (other than the Companies) to comply with obligations of Parent or any of its Affiliates (other than the Companies) arising after the Closing pertaining to matters prior to the Closing; and (xi) such other date as documents reasonably required by Purchaser to consummate the Company and the Investors shall mutually agreetransactions contemplated hereby.

Closing. On (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date immediately prior to the consummation of the Business Combination. (b) At least five (5) Business Days before the anticipated Closing Date, BMRG shall deliver written notice to the Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to BMRG. No later than two (2) Business Days after receiving the Closing Notice, the Subscriber shall deliver to BMRG such information as is reasonably requested in the Closing Notice in order for BMRG to issue the Subscribed Shares to the Subscriber. The Subscriber shall deliver to BMRG, on or prior to October 318:00 a.m. (Eastern time) (or as soon as practicable after BMRG or its transfer agent (the “Transfer Agent”) delivers evidence of the issuance to the Subscriber of the Subscribed Shares on and as of the Closing Date) on the Closing Date the Purchase Price in cash via wire transfer to the account specified in the Closing Notice against (and concurrently with) delivery by BMRG to the Subscriber of (i) the Subscribed Shares in book entry form, 2016free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), each Investor in the name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) written notice from BMRG or the Transfer Agent evidencing the issuance to the Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Business Combination does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, BMRG shall cause a promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by the Subscriber to BMRG by wire transfer in immediately available funds to be sent to the account designated specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this AgreementSubscriber, and any book entries showing the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names Subscriber as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full owner of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Subscribed Shares shall be released to deemed cancelled. BMRG’s obligation under the Investors (immediately preceding sentence shall survive any termination of this Agreement. For the purposes of this Subscription Agreement, “Closing”). The Closing Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeNew York is closed.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to (a) The consummation of the account designated by Subscription as well as the Escrow Agent in writing issuance of Incentive Warrants (the “Escrow AccountClosing”)) shall occur on the Closing Date immediately prior (and subject to) to the consummation of the Transaction. (b) At least five (5) Business Days (as defined below) before the anticipated Closing Date, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are cause to be held delivered written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for release to the Investors only upon release in full delivery of the Purchase Price to the Company by Company. No later than two (2) Business Days after receiving the Escrow Agent. Notwithstanding anything Closing Notice, Subscriber shall deliver to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any SharesA) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (which account need not be sent to an escrow account), and (B) such information as is requested in the account of Closing Notice in order for the Company as instructed to issue the Subscribed Shares and Incentive Warrants to Subscriber at the Closing. The Company shall deliver to Subscriber (1) at the Closing, the Subscribed Shares in writing by the Companybook 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 amount name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) promptly after the Closing, written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the full Purchase Price. Upon receipt Subscribed Shares on and as of the Purchase Price by Closing Date. At the Closing, the Company shall reflect the issuance of the Incentive Warrants on the Company’s books and records, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase free and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree.clear of

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to (a) The closing of the account designated by the Escrow Agent in writing Subscription contemplated hereby (the “Escrow AccountSubscription Closing”) is contingent upon the substantially concurrent consummation of the Acquisition and shall occur substantially concurrently therewith. Not less than three (3) business days prior to the scheduled closing date of the Acquisition (the “Closing Date”), in an amount representing Sable shall provide written notice to Subscriber (the “Closing Notice”) of (i) such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, Closing Date and (ii) the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with wire instructions that such certificates are to be held for release to the Investors only upon release in full delivery of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachPrice. On the Closing Date, upon confirmation that Sable shall deliver, or cause to be delivered, to Subscriber (A) the Escrow Account contains an amount equal 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 and that for the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Acquired Shares by wire transfer of U.S. dollars in immediately available funds to be sent to the account of the Company as instructed in writing specified by the Company, Sable in the amount of Closing Notice, such funds to be held in escrow until the full Purchase Price. Upon receipt of Subscription Closing[, (2) if Sable notifies Subscriber in the Purchase Price by Closing Notice that Sable does not intend to consummate the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇, a duly executed counterpart of the limited liability company agreement of Sable enclosed herewith (the “Limited Liability Company Agreement”)]1 and (3) such information 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 event the closing of the Acquisition does not occur within one (1) business day of the Closing Date, unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Investor, Sable shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled; provided, that unless this Subscription Agreement has been terminated pursuant to Section 6 hereof, such return of the Purchase Price shall not terminate the Subscription Agreement or relieve the Subscriber of its obligation to purchase the Acquired Shares at the Subscription Closing following Sable’s delivery to Subscriber of a new Closing Notice. Prior to the Closing Date, Subscriber shall deliver to Sable a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8. (b) In addition to the conditions set forth in Section 2(a), the Subscription Closing shall be subject to the satisfaction (or waiver (to the extent legally permissible) in writing by the party having the benefit of the applicable condition) of the conditions that, on the Closing Date: (i) solely with respect to Sable, the representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), in each case without giving effect to the consummation of the Acquisition or the Merger; (ii) solely with respect to Subscriber, the representations and warranties made by Sable in this Subscription Agreement (other than the representations and warranties set forth in Section 3(b), Section 3(d) and Section 3(h)) shall be true and correct in all material respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), and the representations and warranties made by Sable set forth in Section 3(b), Section 3(d) and Section 3(h) shall be true and correct in all respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date) in each case without giving effect to the consummation of the Acquisition or the Merger; (iii) solely with respect to Subscriber, ▇▇▇▇▇ LLPshall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; (iv) solely with respect to Sable, Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; (v) [solely with respect to Subscriber, the California State Lands Commission shall have approved for execution (1) Lease 7163 by and between the State of California, as Lessor, and ExxonMobil Corporation or Pacific Offshore Pipeline Company, as Lessee, and (2) Lease 4977 by and between the State of California, as Lessor, and Pacific Offshore Pipeline Company, as Lessee;]2 (vi) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (vii) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; and (viii) all conditions precedent to the closing of the Acquisition shall have been satisfied or waived (other than those conditions that may only be satisfied at the closing of the Acquisition, but subject to satisfaction of such other location conditions as of the closing of the Acquisition). (c) At the Subscription Closing, the parties hereto shall execute and on deliver such other date additional documents and take such additional actions as the Company parties reasonably may deem to be practical and necessary in order to consummate the Investors shall mutually agreetransactions contemplated by this Subscription Agreement.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur at such time when those Subscribed Shares that the Forward Purchase Agreement provides will be purchased , and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur following the delivery of a Pricing Date Notice. Each date of the closing of the purchase of the Subscribed Shares, the “Closing Date”. The closing of the purchase of the Subscribed Shares pursuant to the initial Pricing Date Notice delivered prior to October 31the consummation of the Business Combination shall be referred to as the “First Closing”. (b) Promptly before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, each Investor Subscriber shall cause a provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the account designated by Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Escrow Agent in writing (the “Escrow Account”)Company, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Agreement, Section 2 and Subscriber and the Company shall deliver remain obligated to consummate the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only Closing upon release in full satisfaction of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, conditions set forth in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the amount general transaction of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebusiness.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full The closing of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy sale of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors Property (the “Closing”). The Closing ) shall occur on or before ( ) days after the end of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPDue Diligence Period, or at such other location earlier time as PURCHASER shall elect in its sole discretion upon giving SELLER no less than ( ) days prior written notice. The PURCHASER shall have the right to extend the date of the Closing by ( ) periods of ( ) days each by depositing with Escrow Agent an additional deposit (the “Additional Deposit”) in the amount of DOLLARS ($ ) for each closing extension. The Additional Deposit shall be non-refundable to PURCHASER in any event, but shall be applied against the Purchase Price. The Closing shall take place before PURCHASER’s attorney or notary public at a mutually convenient time to PURCHASER and on such other date SELLER. At the Closing, PURCHASER shall cause to be delivered to SELLER immediately available funds representing the Purchase Price due to SELLER in accordance with this Agreement. SELLER shall deliver any and all documents required by PURCHASER’S attorney or title company to effect the sale of the Property, including (without limitation): (i) an Act of Cash Sale transferring the Property, with waiver of warranty language as set forth herein; (ii) an Acknowledgment of the Company Purchase Price; (iii) a Seller’s/Owner’s Affidavit and Indemnity as required by PURCHASER’S title company; (iv) an Affidavit of Non-Foreign Status exempting SELLER from withholdings required by Section 1445 of the Investors Internal Revenue Code of 1986, as amended, and/or all regulations relating thereto; (v) settlement/closing statement in customary form; and (vi) Seller’s Articles of Organization, Operating Agreement and a Resolution of Seller’s members authorizing the sale. Possession of the Property shall mutually agreebe delivered to PURCHASER at the Closing.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date, following the Contribution and immediately prior to October 31or substantially concurrently with the consummation of the Merger. (b) At least four (4) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the anticipated Closing Date, each Investor Subscriber shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified in the Closing Notice, such funds to be held in escrow by the Company or a third-party escrow provider selected by the Company until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company (or New Nuvini, as successor in interest to the Company) to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, at the Closing (1) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber and (2) the Company (or New Nuvini, as successor in interest to the Company) shall deliver to Subscriber (A) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than any arising under applicable securities laws), in the name of Subscriber (or its nominee or custodian, as applicable, in accordance with its delivery instructions), and (B) as promptly as practicable (but not more than two (2) Business Days after the Closing), a copy of the records of New Nuvini’s transfer agent showing Subscriber (or such nominee or custodian, as applicable) as the owner of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Closing Outside Date”), unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the Closing Outside Date) cause a the return of the funds so delivered by Subscriber by wire transfer in immediately available funds to be sent to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the Escrow Agent in writing (anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as conditions to Closing set forth on Schedule 1 Attached in this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are Section 2 to be held for release satisfied or waived on or prior to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that and (y) unless and until this Subscription Agreement is terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to redeliver funds following the Escrow Account contains an amount equal Company’s delivery to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate Subscriber of Designations a new Closing Notice in accordance with the Registrar terms thereof and (B) to consummate the Closing upon satisfaction of Corporationsthe conditions set forth in this Section 2. Upon confirmation For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law to close in New York, New York; provided that the Certificate of Designations has been filed and has become effective, the Escrow Agent banks shall promptly cause a wire transfer in immediately available funds not be deemed to be sent authorized or obligated to the account be closed due to a “shelter-in-place,” “non-essential employee” or similar closure of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place physical branch locations at the offices direction of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at any governmental authority if such other location and banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such other date as the Company and the Investors shall mutually agreeday.

Closing. (a) On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent the terms and subject to the account designated by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached conditions of this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full consummation of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors Mergers (the “Closing”). The Closing of the purchase and sale of the Shares ) shall take place at the offices of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇/▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, The Landmark, 15 Queen’s Road Central, Hong Kong, China or electronically by the mutual exchange of electronic signatures (including portable document format (“pdf”)) on the date that is two Business Days following the date on which all conditions set forth in Article IX have been satisfied or waived (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other location and on such other place, time or date as SPAC and the Company may mutually agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date”. (b) No later than the fifth Business Day prior to the Closing Date, the Company shall deliver to SPAC a statement (the “Closing Statement”) which sets forth the Company’s good faith estimate of (A) the Indebtedness of the Company and its Subsidiaries as of 11:59 pm (Hong Kong time) on the Investors day immediately prior to the Closing Date (the “Closing Date Indebtedness”), (B) the Company Cash as of 11:59 pm (Hong Kong time) on the day immediately prior to the Closing Date (the “Closing Date Cash”) and (C) the resulting calculation of the Equity Value. The Closing Statement will be prepared in accordance with the definitions set forth herein and GAAP (if applicable). For a period of 72 hours following the delivery of the Closing Statement, the Company shall mutually agreeprovide SPAC and its Representatives reasonable access to (x) the supporting documentation used by the Company in the preparation of the Closing Statement and (y) the Company’s Representatives in charge of preparing the Closing Statement, in each case as reasonably requested by SPAC in connection with SPAC’s review of the Closing Statement. Prior to the Closing Date, the Company shall consider in good faith any reasonable comments of SPAC to the estimates contained in the Closing Statement provided in writing during the 72-hour period following the delivery of the Closing Statement. If the Company, in its discretion, agrees to make any modification to the Closing Statement requested by SPAC, then the Closing Statement as so agreed by the Company to be modified shall be deemed to be the Closing Statement for purposes of calculating the Equity Value. For the avoidance of doubt, and notwithstanding anything herein or otherwise to the contrary, (i) in no event shall the Closing be delayed or otherwise not occur as a result of (x) SPAC’s review of or comment on the Closing Statement (including if the Company agrees to make changes thereto or claim that some supporting documentation has not been made available (other than the provision of the Closing Statement itself)), and (y) SPAC’s rejection of, or dispute related to, the Closing Statement (or any component thereof) and (ii) under no circumstances shall the acceptance of the Closing Statement (or any component thereof) be a condition to the obligations of SPAC to consummate the Mergers (or any of the other Transactions). (c) At the Closing, the Company shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid SPAC Transaction Expenses as set forth on a written statement to be delivered to the Company by or on behalf of SPAC not less than two (2) Business Days prior to the Closing Date and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to SPAC by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include, in each case of clauses (i) and (ii), the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing. The Company shall provide SPAC and its Representatives and SPAC shall provide the Company and its Representatives reasonable access to (x) the supporting documentation used by the Company and SPAC in the preparation of their respective written statements in connection with the Company Transaction Expenses and the SPAC Transaction Expenses (as applicable) and (y) the Company’s Representatives and SPAC’s Representatives, in each case as reasonably requested by SPAC or the Company (as applicable) in connection with SPAC’s or the Company’s review of the written statement in connection with the Company Transaction Expenses or the SPAC Transaction Expenses (as applicable). Prior to the Closing Date, the Company and SPAC shall consider in good faith any reasonable comments of SPAC or the Company to the written statement in connection with the Company Transaction Expenses or the SPAC Transaction Expenses. If the Company and SPAC agree to make any modification to the written statement in connection with the Company Transaction Expenses or the SPAC Transaction Expenses, then such written statement as so agreed by the Company and SPAC to be modified shall be deemed to be the written statement for purposes of determining the Company Transaction Expenses and the SPAC Transaction Expenses.

Closing. On The closing of the sale of the Acquired Shares contemplated hereby (the “Closing”) shall occur on the closing date (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction. Upon delivery of written notice from (or on behalf of) Purchaser to the Investor (the “Closing Notice”), that Issuer and Purchaser reasonably expect all conditions to the closing of the Transaction to be satisfied or waived on an expected closing date that is not less than fifteen (15) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to Purchaser at least ten (10) business days prior to October 31the closing date of the Transaction, 2016, each Investor shall cause a the Subscription Amount by wire transfer of United States dollars in immediately available funds to be sent to the account designated account(s) specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, Purchaser in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Notice. On the Closing Date, upon confirmation that Purchaser shall issue the Escrow Account contains an amount equal Acquired Shares to the Purchase Price Investor and that promptly cause such Shares to be registered in book entry form in the other conditions to name of the Investor on Purchaser’s share register or register of members, as applicable. In the event the closing specified herein have been satisfied or duly waivedof the Transaction does not occur within two (2) business days of the expected closing date in the Closing Notice, unless otherwise agreed by Purchaser and the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveInvestor, the Escrow Agent Purchaser shall promptly cause a (but not later than two (2) business days 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 book entries or share certificates shall be sent 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 or its obligations to purchase the Acquired Shares at the Closing. 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. Prior to or at the Closing, Investor shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, to the account of the Company as instructed in writing by the Company, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeextent applicable.

Closing. On or prior to October 31, 2016, each Investor (a) The sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall cause take place at a wire transfer in immediately available funds to be sent to the account designated by the Escrow Agent in writing closing (the “Escrow AccountClosing”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are ) to be held for release remotely via electronic transmission of related documentation or other similar means, on the third Business Day following the satisfaction or, to the Investors only upon release in full extent permitted by applicable Law, waiver of all conditions to the obligations of the Purchase Price parties set forth in ARTICLE VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the Company by satisfaction of such conditions on the Escrow AgentClosing Date), or at such other place or at such other time or on such other date as Seller and Buyer mutually may agree in writing. Notwithstanding anything to the contrary hereincontained in this Section 2.7, if the Closing would otherwise be required to occur under this Section 2.7 during the last 15 days of any fiscal quarter of Seller, then the Closing shall occur instead on the second Business Day of the following fiscal quarter. The day on which the Closing takes place is referred to as the “Closing Date” and the Closing shall be deemed to have occurred on 12:01 a.m. Central time on the Closing Date. Notwithstanding the foregoing or any other provision set forth herein to the contrary, in no event shall the event any Investor fails Closing occur earlier than 90 days after the date of this Agreement. (b) At the Closing, Seller shall deliver or cause to deposit its Subscription Amount be delivered to Buyer: (i) the Transferred Assets and embodiments of the Retained Technology (as defined in the Escrow Account Intellectual Property License Agreement), in full and on time by October 31, 2016, accordance with Schedule 2.7(b) of the Company shall have Disclosure Schedules (as such schedule may be updated between the right as a non-exclusive remedy to terminate date of this Agreement immediately and the Closing Date with such changes as are agreed to such Investor. In in good faith by Seller and Buyer as necessary or reasonable to provide for the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy delivery of the Company or any liability or obligation Transferred Assets in an effective and efficient manner), free and clear of the Purchaser with respect to such breach. On Encumbrances (other than Permitted Exceptions); (ii) a certificate, dated as of the Closing Date, upon confirmation signed by a duly authorized officer of Seller, confirming the satisfaction of the conditions specified in Section 7.3(a) and Section 7.3(b); (iii) the final, complete and correct Schedule 2.1(g) of the Disclosure Schedules in accordance with Section 2.1(g) setting forth as of the Closing Date the Inventory in the same format as Schedule 2.1(g) of the Disclosure Schedules delivered as of the date hereof; (iv) duly executed certification of non-foreign status, for purposes of Sections 897 and 1445 of the Code, executed by each Seller Party (or, if a Seller Party is disregarded for U.S. federal income Tax purposes, such Seller Party’s regarded owner) that is conveying Transferred Assets and that is not a “foreign person” within the Escrow Account contains meaning of Section 1445 of the Code in accordance with Treasury Regulations Section 1.1445-2(b)(2); (v) an amount equal executed counterpart of the fully completed Electronic Delivery Certification signed by a duly authorized officer of Seller; (vi) the executed Release Documentation; and (vii) an executed counterpart of each of the Ancillary Agreements to which a Seller Party is a party, signed by a duly authorized officer of Seller or its applicable Affiliate. (c) At the Closing, Buyer shall deliver or cause to be delivered to Seller: (i) the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waivedPrice, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effectiveas set forth in Section 2.6; (ii) a certificate, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account dated as of the Company as instructed in writing Closing Date, signed by a duly authorized officer of Buyer, confirming the Company, in the amount satisfaction of the full Purchase Price. Upon receipt conditions specified in Section 7.2(a); (iii) an executed counterpart of the Purchase Price fully completed Electronic Delivery Certification signed by the Company, the certificates evidencing the Shares shall be released to the Investors a duly authorized officer of Buyer; and (the “Closing”). The Closing iv) an executed counterpart of each of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPAncillary Agreements to which a Buyer Party is a party, signed by Buyer or at such other location and on such other date as the Company and the Investors shall mutually agreeits applicable Affiliate.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to The closing of the account designated by sale of the Escrow Agent in writing Shares contemplated hereby (the “Escrow AccountSubscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”), in an amount representing such Investor’s . The Subscription Amount as set forth Closing shall occur on Schedule 1 Attached this Agreementthe date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than ten business days prior to the scheduled Transaction Closing Date, the Company shall provide written notice to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, and (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived. On the Transaction Closing Date, the Company shall deliver to the Escrow Agentundersigned (i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in trustthe name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (ii) a certificate copy of the records of the Company’s transfer agent showing the undersigned (or certificates, registered in such name nominee or names custodian) as the Investors may designateowner of the Shares on and as of the Transaction Closing Date. Upon concurrent delivery of (a) the duly executed Promissory Note in accordance with the terms of the Framework Agreement, representing and (b) the SharesShares to the undersigned (or its nominee or custodian, with instructions that if applicable), in each case, at the Subscription Closing, the Promissory Note shall go into effect automatically and without further action by the Company or the undersigned. If the Transaction Closing does not occur within two business days after the Transaction Closing Date specified in the Closing Notice, the Promissory Note shall terminate automatically and without further action by the Company or the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the undersigned shall promptly return such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary hereinor, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing directed by the Company, in to the amount Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the full Purchase Price. Upon receipt of Promissory Note for the Purchase Price Shares, the Promissory Note shall terminate automatically and without further action by the CompanyCompany or the undersigned, whether or not the certificates evidencing the Shares Transaction Closing shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreehave occurred.

Closing. On or prior to October 31, 2016, each Investor shall cause a wire transfer in immediately available funds to be sent to The closing of the account designated by the Escrow Agent in writing Subscription contemplated hereby (the “Escrow AccountClosing”) 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 of the Closing, the “Closing Date”). Not less than five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) specifying (i) the Expected Closing Date and (ii) the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with wire instructions that such certificates are to be held for release to the Investors only upon release in full delivery of the Purchase Price to the Company by the Escrow AgentIssuer. Notwithstanding anything Subscriber shall deliver to the contrary herein, in Issuer no later than two (2) Business Days prior to the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Expected Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that for the other conditions to closing specified herein have been satisfied or duly waivedSubscribed Shares, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be sent held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the account of fifth (5th) Business Day after the Company as instructed in writing by Expected Closing Date, the Company, in the amount of the full Purchase Price. Upon receipt of Issuer shall promptly (but no later than two (2) 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 Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the 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 Subscriber if so designated by Subscriber, or its nominee in accordance with its 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 CompanyIssuer, the certificates evidencing the Shares shall be released 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 Investors (the “Closing”Closing Date or promptly thereafter). The Closing For purposes of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthis Subscription Agreement, “Business Day” means any day that, in New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or at such other location and on such other date as the Company and the Investors shall mutually agreerequired by law or regulation to close.

Closing. On or The closing of the sale of the Shares contemplated hereby (the “Closing,” and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction Closing. The Closing shall occur on the date of, and immediately prior to October 31the Transaction Closing, 2016, each Investor shall cause a wire but after the Company’s transfer in immediately available funds to be sent by way of continuation out of the Cayman Islands and domestication into the State of Delaware pursuant to the applicable provisions of the Cayman Islands Companies Act (As Revised) and the Delaware General Corporation Law, as amended (the “Domestication”). The Company shall provide written notice (which may be via email) to the Investor (the “Closing Notice”), which Closing Notice shall contain wire instructions for an escrow account designated by the Escrow Agent in writing (the “Escrow Account”) established by the Company with a third party escrow agent (the “Escrow Agent”), to be identified in an amount representing such Investor’s the Closing Notice, that the Company reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”) that is not less than five (5) business days from the date of the Closing Notice and the Investor shall deliver, at least two (2) business days prior to the Scheduled Closing Date, (i) to the Escrow Account, the Subscription Amount as set forth on Schedule 1 Attached this Agreement, by wire transfer of United States dollars in immediately available funds and the Company shall deliver (ii) to the Escrow Agent, any information that is reasonably requested by the Company or the Escrow Agent in trustorder for the Company to issue the Shares to the Investor, including, without limitation, a certificate duly executed Internal Revenue Service Form W-9 or certificatesW-8, registered as applicable. The wire transfer shall identify the Investor and, unless otherwise agreed by the Company, the funds shall be wired from an account in such name or names as the Investors may designateInvestor’s name. Upon the Closing, representing the Shares, with Company shall provide instructions that such certificates are to be held for release to the Investors only upon Escrow Agent to release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, in the event any Investor fails to deposit its Subscription Amount funds in the Escrow Account in full and on time by October 31, 2016, to the Company shall have against delivery to the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachShares. On the Closing Date, upon confirmation that promptly after the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waivedClosing, the Company shall file deliver (or cause delivery of) the Certificate number of Designations Shares set forth on the signature page to this Subscription Agreement in book entry form with restrictive legends to the Registrar Investor as indicated on the signature page or to a custodian designated by the Investor, as applicable, as indicated below but otherwise free and clear of Corporations. Upon confirmation ay liens or other restrictions (other than those arising under state or federal securities laws); provided, however, that the Certificate of Designations has Company’s obligation to issue the Shares to the Investor is contingent upon the Company having received the Subscription Amount in full accordance with this Section 2. If this Subscription Agreement is terminated prior to the Closing and any funds have already been filed sent by the Investor to the Escrow Account, then, promptly after such termination (and has become effectivein any event, within three (3) business days thereafter), the Company will instruct the Escrow Agent shall to promptly cause a wire transfer return the Subscription Amount in immediately available funds full to be sent the Investor to the account of the Company as instructed specified in writing by the CompanyInvestor. For purposes of this Subscription Agreement, (x) “business day” shall mean a day other than a Saturday, Sunday or legal holiday on which commercial 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 amount 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); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the full Purchase Price. Upon receipt power to direct or cause the direction of the Purchase Price management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the Company will include the Company’s sponsor, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeFounder SPAC Sponsor LLC.

Closing. On or (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”), following the CPUH Merger and immediately prior to October 31or substantially concurrently with the consummation of the Intermediate Merger. (b) At least five (5) Business Days before the anticipated Closing Date, 2016the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, each Investor Subscriber shall cause deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, Pubco shall deliver to Subscriber (i) on the Closing Date, the Subscribed 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 or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by Pubco or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from Pubco’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) Notwithstanding Section 2(b), if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (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 Section 2(b), the following shall apply: (i) no later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for Pubco to issue the Subscribed Shares, including, without limitation, the name of the person in whose name the Subscribed Shares are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Shares, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Shares, on the Closing Date, Pubco shall issue and deliver to Subscriber the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), 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 and a copy of the records of Pubco’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Shares on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from Pubco’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). (d) In the event that the consummation of the Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company or Pubco, as applicable, shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be sent deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the account designated by Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Escrow Agent in writing (the “Escrow Account”)Company or Pubco, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this AgreementSection 2 and Subscriber, Pubco and the Company shall deliver remain obligated to consummate the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only Closing upon release in full satisfaction of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, conditions set forth in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breach. On the Closing Date, upon confirmation that the Escrow Account contains an amount equal to the Purchase Price and that the other conditions to closing specified herein have been satisfied or duly waived, the Company shall file the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a wire transfer in immediately available funds to be sent to the account of the Company as instructed in writing by Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the amount general transaction of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreebusiness.

Closing. Subject to IITK being satisfied of the fulfillment of, or having waived (in writing) the Conditions Precedent, the Parties shall consummate the transactions contemplated in Clause 6.3 (“the Closing”) on the date that is 30 (thirty) business days from the date of receipt by IITK of the CP Confirmation Certificate or such other date that is mutually agreed to between the Parties (“the Closing Date”). The Closing shall occur at the registered office of the Company, or at such other place as may be agreed between the Parties. All transactions contemplated by this Agreement to be consummated at the Closing shall be deemed to occur simultaneously and no such transaction shall be deemed to be consummated unless all such transactions are consummated. On the Closing Date IITK shall pay the New Subscription Amount, based on the quantum of the tranche/instalment of the Seed Fund approved, by wire transfer or such other mutually decided mode of transfer to the Designated Bank Account; The Board shall hold a meeting and pass appropriate resolutions for: allotting the New Subscription Securities to IITK, based on the tranche of the Seed Fund released; Further, where requested for by IITK, the Company shall immediately deliver to them extracts of the resolutions passed in connections with (i) above. The Company shall deliver to IITK duly stamped share certificates in relation to the New Subscription Securities not later than 30 (thirty) days from the Closing Date, and the details of IITK shall be entered in the records of the Company (including in the register of members) as the registered owners of the New Subscription Securities. In case if the Company does not deliver to IITK the said stamped share certificates with in 30 (thirty) days from the closing date, IITK may direct the Company to refund the New Subscription Amount with a penal interest @18% p.a. for such delay. The Company shall deliver to IITK a certified copy of the register of members in Form MGT.1 as at the date of allotment of the New Subscription Securities and the date immediately prior to October 31the date of such allotment, 2016, each Investor shall cause certified by a wire transfer in immediately available funds Director to be sent to true, complete and correct. ROC Filings: Within 20 (twenty) days of the account designated by the Escrow Agent in writing (the “Escrow Account”)Closing, in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to IITK a certified true copy of Form PAS-3 duly filed with the Escrow AgentROC in connection with the issue and allotment of the New Subscription Securities along with the receipt in respect of such forms. REPRESENTATIONS & WARRANTIES The Warrantors hereby represent, in trust, a certificate or certificates, registered in warrant and undertake to IITK the Warranties and acknowledge that IITK are entering into this Agreement relying on such name or names Warranties. Warranties as the Investors may designate, representing the Shares, with instructions that such certificates are of Closing: The Warranties shall be deemed to be held for release repeated as at the Effective Date and the Closing Date, as if they were made on and as of the Effective Date and the Closing Date and as if all references therein to the Investors only upon release in full date of this Agreement were references to the Purchase Price aforesaid dates, as applicable IITK jointly and severally represents to the Company and its promoters: the execution and delivery of this Agreement by IITK and their promises, agreements or undertakings under this Agreement do not violate any law, rule, regulation or order applicable to IITK or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which IITKis a party or which is applicable to IITK. IITK has independently undertaken its own business and legal due diligence with respect to information relating to the Company which was furnished to IITK by the Escrow Agent. Notwithstanding anything to Promoters and the contrary herein, in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full Company; IITK has entered into this Agreement relying on representations and on time warranties provided by October 31, 2016, the Company and the Promoters; IITK shall have the right be responsible only for its own representations, agreements and covenants hereunder; nothing contained herein and no action taken by any of IITK pursuant hereto shall be deemed to constitute IITK as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such terminationpartnership, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit association, a joint venture, or any other right kind of entity, or remedy of the Company create a presumption that IITK are acting in concert or any liability or obligation of the Purchaser as a group with respect to such breachobligations or the transactions contemplated in the Agreement; and IITK has read this Agreement, it has been adequately represented in the preparation, negotiation and execution of this Agreement by legal counsel of its own choice or has voluntarily declined to seek such counsel; and it understands the terms and consequences of this Agreement and is fully aware of the legal and binding effect of this Agreement. On USE OF PROCEEDS The Parties hereby expressly agree that IITK shall invest and disburse the Closing DateSeed Fund in different tranches/instalments, upon confirmation as decided by IITK, at its own discretion, to the Designated Bank Account only and subject to the planned expenditure and milestones as approved, time to time, in advance by IITK, before disbursements of the Seed fund. The Company shall ensure that the Escrow Account contains an amount equal physical progress of the project as well as the expenditure incurred on the project is as per the original schedule. IITK reserves a right, at its sole discretion, to set-aside, cancel, postpone and refuse the release of any tranche of the Seed Funds, not yet released, to the Purchase Price company, if the milestones, linked with the earlier tranche, released to the Company, are not achieved to the satisfaction of IITK. The Company is required to submit the original invoices of the expenditures, spent out of the funds disbursed by IITK to the Company. At the end of each tranche, the due diligence will be conducted by IITK, on the expenditures spent and that milestones achieved and based on the other conditions positive due diligence, the next tranche of the Seed Fund, shall be released. IITK shall have a right to closing specified herein have been satisfied or duly waivedask the Company to produce a Utilization certification (UC), dully certified by a Chartered Accountant, for the amount disbursed by IITK, IITK reserves the right to get the original invoices/ documents, so submitted, to be verified by its own chartered accountant. In such a case the Company shall file the Certificate of Designations fully cooperate with the Registrar Chartered Accountant of CorporationsIITK in providing to them / giving access to them all books of accounts, vouchers, registers, bills invoices over the tangible and intangible assets of the Company. Upon confirmation that The Company shall not utilise the Certificate proceeds of Designations has been filed the Investment for following expenditures Repayment of dues of promoters and has become effectivetheir associates, Repayment of loan neither from any other source nor for payment of interest on the Escrow Agent shall promptly cause a wire transfer in immediately available funds loan borrowed from such other source, For extending loans to be sent promoters, their relatives and associates For making any inter corporate deposits or any speculative purpose, Personal benefit of promoters or relatives and their association. Any salary/Honorarium/ remuneration/ fees etc. to the account directors/promoters/founder of the Company and their family members Cash expenditure, exceeding Rs.5000 (Five Thousand Only) in any month Any other expenditure, prescribed by IITK. CORPORATE GOVERNANCE Board Observer IITK shall have a right to appoint a board observer (“IITK Advisor”) on the Board of Directors (Board) of the Company. The IITK Advisor shall be entitled to attend meetings of the board of directors of the Company in a non-voting, observer capacity. The IITK Advisor shall be entitled to attend every meeting of the Board of the Company The Company shall provide to the IITK Advisor, concurrently with the Board, all notices, agenda and minutes and other papers in the same manner and to the same extent, as instructed circulated to the Directors of the company. Reserved Matters that require IITK’s pre consent in writing by the CompanyThe Company shall obtain prior consent of IITK, in writing, before initiating any decision related to the amount matters and items, listed in Schedule V. Notices for the Board Meeting and General Meetings All the notices supported with the agenda of the full Purchase Price. Upon receipt of Board meetings and General Meetings, within the Purchase Price by timelines as prescribed under the Company, the certificates evidencing the Shares shall be released to the Investors (the “Closing”). The Closing of the purchase and sale of the Shares shall take place at the offices of ▇▇▇Companies ▇▇▇ ▇▇▇▇▇ , shall be served to IITK either through registered post or electronic mail to the following address- Email Id- (i) ▇▇▇▇▇▇▇▇ & @▇▇▇▇.▇▇.▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agree(ii) ▇▇▇▇@▇▇▇▇.▇▇.▇▇ COVENANTS

Closing. On The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction, the “Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) UPTD to the Investor (the “Closing Notice”) that UPTD reasonably expects all conditions to the closing of the Transaction to be satisfied or waived 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 the Subscription Amount at least two (2) business days prior to October 31, 2016, each Investor shall cause a the expected Closing Date by wire transfer of United States dollars in immediately available funds to be sent to the account designated account(s) specified by the Escrow Agent in writing (the “Escrow Account”), in an amount representing such Investor’s Subscription Amount as set forth on Schedule 1 Attached this Agreement, and the Company shall deliver to the Escrow Agent, in trust, a certificate or certificates, registered in such name or names as the Investors may designate, representing the Shares, with instructions that such certificates are to be held for release to the Investors only upon release in full of the Purchase Price to the Company by the Escrow Agent. Notwithstanding anything to the contrary herein, UPTD in the event any Investor fails to deposit its Subscription Amount in the Escrow Account in full and on time by October 31, 2016, the Company shall have the right as a non-exclusive remedy to terminate this Agreement immediately as to such Investor. In the event of any such termination, such Investor’s rights and status as an Investor hereunder (including without limitation the right to acquire any Shares) shall automatically terminate. Any such termination shall not limit any other right or remedy of the Company or any liability or obligation of the Purchaser with respect to such breachClosing Notice. On the Closing Date, upon confirmation that UPTD shall issue the Escrow Account contains an amount equal Shares to the Purchase Price Investor and that subsequently cause the Shares to be registered in book entry form in the name of the Investor on the UPTD share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other conditions than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to closing specified herein have been satisfied close. Prior to the Closing, Investor shall deliver to UPTD a duly completed and executed Internal Revenue Service Form W-9 or duly waivedappropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing Date under this Subscription Agreement, the Company shall file Subscription Amount will be returned to the Certificate of Designations with the Registrar of Corporations. Upon confirmation that the Certificate of Designations has been filed and has become effective, the Escrow Agent shall promptly cause a Investor by wire transfer of U.S. dollars in immediately available funds to be sent to the account of the Company as instructed in writing specified by the CompanyInvestor, in the amount of the full Purchase Price. Upon receipt of the Purchase Price by the Company, the certificates evidencing and any book-entries for the Shares shall be released deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 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, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery to the Investors Investor of a new Closing Notice and (ii) to consummate the “Closing”). The Closing substantially concurrently with the consummation of the purchase and sale of the Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or at such other location and on such other date as the Company and the Investors shall mutually agreeTransaction.