Common use of Equity Commitment Clause in Contracts

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.

Equity Commitment. The undersigned Each Equity Provider hereby commits (the its “InvestorEquity Commitment”) hereby agrees), subject to the terms and conditions set forth herein, to purchase or cause transfer, contribute and deliver to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, following the funding of the Shareholder Loan (as defined in the Debt Commitment Letter) from the proceeds of the Equity Financing and/or the Debt Financing and substantially concurrently with the funding of the Debt Financing and the Shareholder Loan and following the repayment of the Existing Loan (as defined in the Transaction Support Agreement) with the proceeds of the Shareholder Loan and the release by the lenders under such Existing Loan of all applicable Liens on such Rollover Contribution Shares existing pursuant to the Existing Loan, all of the shares of Company Common Stock set forth beside his or its name on Schedule A hereto, unless otherwise noted therein (the aggregate amount of such Company Common Stock, the “Rollover Contribution Shares”) in exchange for an aggregate cash purchase price a pro rata (in immediately available funds equal to US$50,000,000 kind and amount) share of Class A Common Stock, par value $0.01 per share, of Parent (the “Equity CommitmentClass A Common Stock”). The Equity Commitment will be applied by Parent solely to (i) fund a portion based on the value of the Merger Consideration and any other amounts required aggregate equity contributions to be paid by Parent to consummate made in connection with the Merger pursuant at or prior to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and assuming that the indirect issuance to the Investor value of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant Rollover Contribution Share is equal to the Merger Consideration. The Class A Common Stock shall be issued in accordance with and subject to the terms and conditions set forth in that certain Stockholders Agreement to be entered into on the Closing Date by and among Parent, Sponsors, the Equity Providers and certain other investors specified therein (the “Stockholders Agreement”), in substantially the form attached to the Transaction Support Agreement (as defined below). The capital stock of the Parent issuable to the Equity Providers and each other party providing Equity Financing shall be in the amounts and in the classes set forth on Schedule B attached hereto. Each Equity Provider hereby agrees that he or it shall use reasonable efforts to ensure that no portion of the Rollover Contribution Shares shall be transferred or otherwise disposed prior to the Closing other than pursuant to an Excluded Transfer (as defined in the Transaction Support Agreement), including, without limitation, pursuant to any foreclosure with respect to any Rollover Contribution Shares that are pledged as collateral to secure indebtedness of any Equity Provider; provided, that no Equity Provider shall, in connection with such reasonable efforts, be required to refinance such indebtedness on terms that (i) are materially less favorable to such Equity Provider or (ii) require any such Equity Provider to post any collateral other than Rollover Contribution Shares or incur any expense (other than any expense that is reasonable or customary for the refinancing of a loan of this type) to consummate such refinancing.

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 60,000,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 4,120,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 6,280,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 29,479,343 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 45,000,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.

Equity Commitment. The undersigned Upon the terms and subject to the conditions set forth in this Commitment Letter, the Forward Purchaser agrees to fund an amount up to the Maximum Commitment, less any amounts remaining in the Trust Account (after giving effect to all properly submitted requests for redemption of SPAC Shares by SPAC Shareholders) in exchange for PubCo Ordinary Shares at a price per share equal to $10.00 (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant Notwithstanding anything to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to contrary herein, neither the Merger Agreement. The Investor shall notForward Purchaser nor any of its permitted assigns shall, under any circumstances, be obligated to purchase contribute or otherwise make available or cause to be made available any amounts in excess of the Maximum Commitment. In addition, if on the Closing Date the total funds held in the Trust Account after giving effect to all properly submitted requests for redemption of SPAC Shares by SPAC Shareholders, but prior to any other payments from the Trust Account (“Gross Trust Account Proceeds”) are equal to or greater than US$12,500,000, then the Forward Purchaser shall have no obligations to fund any amounts hereunder. The Forward Purchaser shall satisfy the Commitment by purchasing newly issued PubCo Ordinary Shares on the Closing Date. Any PubCo Ordinary Shares purchased Equity by the Forward Purchaser pursuant to this Commitment Letter shall be Registrable Securities in an amount more than under the Equity Commitment Investor Rights Agreement and the liability Forward Purchaser shall be a Sponsor Holder party thereto upon the execution of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing Rights Agreement by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated Forward Purchaser. The parties agree that any purchase of PubCo Ordinary Shares by the Merger Agreement, fully fund Forward Purchaser to satisfy the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to Commitment shall be deemed a “PIPE Investment” as that term is defined in the Merger Business Combination Agreement.

Equity Commitment. The undersigned (the “Investor”) hereby agrees, subject to the terms and conditions set forth herein, to purchase or cause to be purchased certain equity (“Equity Securities”) of Parent, directly or indirectly, through one or more entities which wholly own Parent and/or one or more entities that are wholly owned either collectively or separately by the Investor and/or any of the Other Investors, at or immediately prior to the Effective Time, for an aggregate cash purchase price in immediately available funds equal to US$50,000,000 29,600,000 (the “Equity Commitment”). The Equity Commitment will be applied by Parent solely to (i) fund a portion of the Merger Consideration and any other amounts required to be paid by Parent to consummate the Merger pursuant to the Merger Agreement and (ii) pay related fees and expenses incurred by Parent and/or Merger Sub pursuant to the Merger Agreement. The Investor shall not, under any circumstances, be obligated to purchase or cause to be purchased Equity Securities in an amount more than the Equity Commitment and the liability of the Investor hereunder shall not exceed the Equity Commitment. Funding of the Investor’s Equity Commitment will occur contemporaneously with the Effective Time and the indirect issuance to the Investor of Equity Securities. In the event Parent does not require the full amount of the aggregate of the Investor’s Equity Commitment and the contributions contemplated by each of the Other Investor Equity Commitment Letters in order to consummate the Merger, the amount to be funded under this Equity Commitment Letter shall, unless otherwise agreed in writing by the Investor and the Other Investors, be automatically reduced on a pro rata basis among the Investor and the Other Investors by Parent to the level sufficient to, in combination with the other financing arrangements contemplated by the Merger Agreement, fully fund the Merger Consideration and pay related fees and expenses incurred by Parent pursuant to the Merger Agreement.