Common use of Second Subscription Clause in Contracts

Second Subscription. If, during the five (5)-year period following the closing of the Business Combination Agreement (the “Earnout Period”), New Pubco achieves a market capitalization of $1,000,000,000 (the “Valuation Milestone”), HSC shall be entitled to subscribe for, and New Pubco shall issue and allot to HSC, such additional number of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares (the “Second Subscription”) as is required for HSC to hold, on a post-issuance basis, an additional 2.6% of the then outstanding Ordinary Shares. Such shares shall be issued at a subscription price per share equal to the same per share price referred to in Section 1.1 (or, if required for compliance with applicable law or accounting standards at that time, such price as determined in good faith by the board as reflecting fair market value, consistent with the agreed economics), with the aggregate subscription price deemed satisfied by reference to the same underlying consideration, and only nominal consideration of $0.0001 per share payable to the extent required for legal purposes. The Valuation Milestone shall be calculated based on the volume-weighted average price (“VWAP”) of Ordinary Shares and the fully diluted outstanding Ordinary Shares, for at least ten (10) trading days (each, a “Trading Day”) within any thirty (30) consecutive Trading Day period during the Earnout Period. For purposes of this Agreement, “VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded each day as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the day, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such day, then the closing price for such day; and if the VWAP (or closing price) cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors on the board of directors of New Pubco.