Common use of Subscription Closing Clause in Contracts

Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed 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 held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) 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 Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. 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 cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return of funds shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this Agreement.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and Closing Date substantially concurrent with, consummation of with the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinClosing. Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of Subscriber (such anticipated Closing Date (notice, as updated from time to time, the “Closing Notice”) of such anticipated Closing Date; provided, that the Issuer may, upon at least one (1) business day’s written notice, delay from time to time the anticipated Closing Date up to ten (10) business days following the anticipated Closing Date identified in the Closing Notice. Not less than five Subscriber shall deliver to the Issuer at least three (53) business days prior to the then anticipated Closing Date (as specified identified in the Closing NoticeNotice (unless a later time is otherwise agreed by the Issuer), SPAC shall provide written notice to Buyer of the aggregate amount payable be held in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date escrow until the Subscription Closing, the Purchase Price for the Subscribed Acquired 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 . Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the Issuer, subject to such escrow agent until meeting any requirements specified by Subscriber to the Acquisition ClosingIssuer prior to the date hereof. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after On the Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event If the Closing Date does not occur within two (2) business days after on the anticipated Closing Date identified in same day as the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries with respect to the Acquired Shares shall be deemed cancelled; provided that provided, that, unless this Backstop Subscription Agreement has been validly terminated pursuant to Section 5.01 (Termination)7 hereof, such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall is intended to occur on the same day, and Merger Closing Date substantially concurrent with, consummation with the Merger Closing (as the term Closing is defined in the Agreement and Plan of Merger) and is contingent upon the occurrence of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing DateMerger Closing. Not less than five (5) business days prior to the anticipated scheduled Merger Closing Date (as specified in Date, the Closing Notice), SPAC Issuer shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount Subscriber (the “Redemption Closing Notice”)) of such scheduled Merger Closing Date; provided, that to the extent practicable, the Issuer shall use its commercially reasonable efforts to provide earlier notice of the scheduled Merger Closing Date; and provided further, that the Issuer may delay from time to time the scheduled Merger Closing Date up to five (5) business days following the original scheduled Merger Closing Date identified in the Closing Notice, or such Merger Closing Date as it may be delayed, by written notice to Subscriber if it provides Subscriber with notice of the revised Merger Closing Date no later than twenty-four (24) hours prior to the then scheduled Merger Closing Date. Buyer Subscriber shall deliver to the Issuer on or before at least two (2) business days prior to the anticipated then scheduled Merger Closing Date identified in the Closing Notice (unless a later time is otherwise agreed by the Issuer), to be held in escrow until the Subscription Closing, the Purchase Price for the Subscribed Acquired 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 . Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the Issuer, subject to such escrow agent until meeting any requirements specified by Subscriber to the Acquisition ClosingIssuer prior to the date hereof. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Merger Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Merger Closing Date. In If the event the Merger Closing Date does not occur on the same day as the Subscription Closing, the Issuer shall promptly (but not later than one (1) business day thereafter (or two (2) business days thereafter if the Issuer reasonably believes the Merger Closing will occur within two (2) business days after the anticipated Merger Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter)) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries shall be deemed cancelled; provided provided, that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, and be conditioned upon the prior or substantially concurrent consummation of the Acquisition Closing Transactions (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five Subscriber shall deliver to the Issuer on or before three (53) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeFunding Date”). Buyer shall deliver to ) the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Acquired 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 held by the Issuer or in escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not . Not later than [one (1)] ) business day after the Closing Date, the Issuer shall deliver to Buyer Subscriber (1) the Subscribed Acquired 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 Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. 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 the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five one (51) business days day thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book entries or share certificates shall be deemed cancelled; provided that unless this Backstop Subscription Agreement has been terminated pursuant to Section 5.01 (Termination)6 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve Buyer Subscriber of its obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing.

Subscription Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Section 2 (other than those conditions that by their nature are to be satisfied at the closing of the Subscription contemplated hereby (hereby, but without affecting the requirement that such conditions be satisfied or waived at such closing), the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same daydate of, and immediately prior to or substantially concurrent concurrently with, and is contingent on, the consummation of the Acquisition Closing Business Combination (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten At least three (103) business days prior to before the anticipated Closing Date, the Issuer shall provide deliver written notice to Buyer of such anticipated Closing Date the Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five specifying (5i) business days prior to the anticipated Closing Date and (as specified in ii) the Closing Notice), SPAC shall provide written notice to Buyer wire instructions for delivery of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver Purchase Price to the Issuer on or before Issuer. No later than two (2) business days prior to the anticipated Closing Date set forth in the Closing Notice, the Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Acquired Shares to the Subscriber. The Subscriber shall deliver to the Issuer, on or prior to the business day that immediately precedes the Closing Date, to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice and the application for shares in the form attached to this Subscription Agreement. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Purchase Price shall be released from escrow against and concurrently with delivery by the Issuer to Subscriber of (i) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (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 (“Nominee”)) or to a custodian designated by Subscriber, as applicable, and (ii) a copy of the records of, or correspondence from, the Issuer’s transfer agent reflecting Subscriber as the owner of the Acquired Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Issuer (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures 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 Issuer’s transfer agent of the issuance to Subscriber of the Acquired Shares on and as of the Closing Date) the Purchase Price for the Subscribed Acquired Shares by in cash via wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held Notice against delivery by the escrow agent until Issuer to Subscriber of the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Acquired 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 Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of evidence from the Issuer’s transfer agent (of the “Transfer Agent”) or other evidence showing Buyer as the owner issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date Business Combination does not occur within two five (25) business days after of the anticipated Closing Date identified specified in the Closing NoticeNotice or this Subscription Agreement terminates prior to the Subscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five seven (57) business days thereafter) return the Subscription Amount Purchase Price, if already paid by the Subscriber, to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Subscriber, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), . Notwithstanding such return or termination, (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of funds shall not terminate this Backstop Agreement or relieve Buyer any of its obligation the conditions to purchase the Subscribed Shares at the Subscription Closing upon set forth in this Section 2 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 7 herein, 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 in accordance and (B) to re-consummate the Subscription Closing immediately prior to or substantially concurrently with the terms consummation of this Agreementthe Business Combination.

Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer Buyers of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date). Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer Buyers of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer Buyers shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed 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 held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] ) business day after the Closing Date, the Issuer shall deliver to Buyer Buyers (1) 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 names of Buyer Buyers (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerBuyers, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Bxxxxx as the owner owners of the Subscribed Shares on and as of the Closing Date. 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 cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer Buyers by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerBuyers, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return of funds shall not terminate this Backstop Agreement or relieve Buyer Buyers of its their obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this Agreement.

Subscription Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Section 2 (other than those conditions that by their nature are to be satisfied at the closing of the Subscription contemplated hereby (hereby, but without affecting the requirement that such conditions be satisfied or waived at such closing), the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, date of and substantially concurrent with, concurrently with the consummation of the Acquisition Post-Closing Funding (as defined herein) or such earlier date mutually agreed in writing by Issuer and Subscriber (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten At least three (103) business days prior to before the anticipated Closing Date, the Issuer shall provide deliver written notice to Buyer of such anticipated Closing Date the Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five specifying (51) business days prior to the anticipated Closing Date and (as specified in ii) the Closing Notice), SPAC shall provide written notice to Buyer wire instructions for delivery of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver Purchase Price to the Issuer on or before Issuer. No later than two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer set forth in the Closing Notice, the Subscriber shall deliver to be held by the escrow agent until Issuer such information as is reasonably requested in the Acquisition ClosingClosing Notice in order for the Issuer to issue the Acquired Shares to the Subscriber. As soon as reasonably practicable following The Subscriber shall deliver to the Issuer, on or prior to the date that immediately precedes the Closing Date, but not later than [one (1)] business day after to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice and the application for shares in the form attached to this Subscription Agreement. On the Closing Date, the Purchase Price shall be released from escrow against and concurrently with delivery by the Issuer shall deliver to Buyer Subscriber of (1i) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructionsinstructions (“Nominee”)) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of of, or correspondence from, the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer reflecting Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the consummation of the Post-Closing Date Funding does not occur within two one (21) business days after day of the anticipated Closing Date identified specified in the Closing NoticeNotice or this Subscription Agreement terminates prior to the Subscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price, if already paid by the Subscriber, to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Subscriber. Notwithstanding such return or termination, and any book entries (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return be a failure of funds shall not terminate this Backstop Agreement or relieve Buyer any of its obligation the conditions to purchase the Subscribed Shares at the Subscription Closing upon set forth in this Section 2 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 8 herein, 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 in accordance and (B) to reconsummate the Subscription Closing immediately prior to or substantially concurrently with the terms consummation of this Agreementthe Post-Closing Funding.

Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject Subject to the terms and conditions hereinafter set forth herein. Not less than ten (10) business days prior to the anticipated Closing Datein this Subscription Agreement, the Issuer shall provide written notice undersigned hereby offers to Buyer purchase _________ shares of such anticipated Closing Date common stock, par value $0.0001 (the “Closing NoticeCommon Stock” or “Securities”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect Company at a price of the SPAC Share Redemptions (as defined in the Acquisition Agreement)$2.25 per share, together with for a certificate duly executed by an officer or director total subscription price of SPAC certifying such aggregate amount $ ________ (the “Redemption NoticePurchase Price”). Buyer The Company will sell on a "best efforts all or none" basis $8,000,000 of Securities (the "Minimum Offering") and up to an additional $3,000,000 of Securities on a best efforts basis (the “Maximum Offering”). The undersigned shall deliver to pay the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares Purchase Price by wire transfer of U.S. dollars in immediately available funds or check payable to the escrow account specified by the Issuer in the Closing Noticeorder of SunTrust Bank, to be held by the as escrow agent until for the Acquisition ClosingCompany, and shall deliver the Purchase Price at closing contemporaneously with receipt of the certificates. As soon The wire transfer instructions are attached as reasonably practicable following Exhibit D. The closing of the Closing Date, but not later than [one (1)] Offering shall take place on the next business day after the Closing Date, the Issuer shall deliver to Buyer (1) 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 Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer AgentAcquisition Closing Date”) or other evidence showing Buyer as after notification from the owner Company to the subscriber that the conditions to consummate an acquisition (the "Acquisition") (the description of the Subscribed Shares target is set forth on B) has been satisfied and as of subscriptions have been received for the Closing DateMinimum Offering). In the event that the Closing Date does not occur within two (2) business days after Company fails to notify the anticipated Closing Date identified in subscriber on or before April 30, 2007, which date may be extended by the Closing NoticeCompany until June 30, 2007, that the conditions have been satisfied, the Issuer shall cause Company will direct the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds escrowed funds, without interest, to the account specified by Buyersubscriber. Notwithstanding the foregoing, a Purchaser may fund and any book entries shall be deemed cancelledcomplete its purchase prior to the closing of the Acquisition; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return any Purchasers under any of funds shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Agreements who elect this option shall fund and complete the purchase on the same date within three (3) days of the date hereof (the “Early Closing upon delivery of a new Date”). Such purchase will be counted towards the Minimum Offering and the Company and the Placement Agent shall notify the Escrow Agent to release the Purchase Price. (The day on which the closing occurs under this Subscription Agreement (whether the Acquisition Closing Notice in accordance with Date or the terms of this AgreementEarly Closing Date) is the “Closing Date”).

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall is intended to occur on the same dayday as, and substantially concurrent withbut immediately prior to, consummation of the Acquisition Closing. On the date on which the Subscription Closing occurs (the date of the Closings, “Subscription Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer Subscriber shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in writing. On the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Subscription Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Subscription Closing Date. In the event the Closing Date does not fails to occur within two on or prior to the date that is ten (210) business days after the anticipated Closing Date identified in the Closing Noticedate hereof, the Issuer shall cause the escrow agent to promptly (but not and in no event later than five the eleventh (511th) business days thereafterday after the date hereof) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries shall be deemed cancelled; provided provided, that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together ) is intended to occur substantially concurrently with the Acquisition Closing, closing of the Merger (the “Closings” and “Merger Closing” shall mean either of them) shall occur on the same day”), and substantially concurrent with, consummation is contingent upon the occurrence of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinMerger Closing. Not less than ten three (103) business days Business Days prior to the anticipated scheduled date of the Merger Closing (the “Merger Closing Date”), the Issuer Company shall provide written notice to Buyer of such anticipated Closing Date Subscriber (as it may be revised in accordance with this Section 2(a), the “Closing Notice”) of such anticipated scheduled Merger Closing Date. Not less ; provided, that the Company may delay from time to time the scheduled Merger Closing Date until the Outside Date (as defined in the Merger Agreement) following the original scheduled Merger Closing Date identified in the Closing Notice, or such Merger Closing Date as it may be delayed, by written notice to Subscriber if it provides Subscriber with notice of the revised Merger Closing Date (a “Revised Closing Notice”) setting forth the revised scheduled Merger Closing Date no later than twenty-four (24) hours prior to the then-scheduled Merger Closing Date; provided further that, in the event the revised scheduled Merger Closing Date set forth in the Revised Closing Notice is a date that is more than five (5) business days prior Business Days after the then scheduled Merger Closing Date, any Subscription Amount paid by Subscriber that is held in escrow shall be returned to Subscriber within two (2) Business Days of the date the Company provides the Revised Closing Notice to the anticipated Subscriber. For the avoidance of doubt, the return of any Subscription Amount in connection with a delay in the scheduled Closing Date (as specified shall not relieve Subscriber of its obligations to pay the Subscription Amount on the date set forth in a Revised Closing Notice and to otherwise comply with the Closing Notice), SPAC shall provide written notice to Buyer terms and conditions of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition this Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer Subscriber shall deliver to the Issuer on or before Company at least two (2) business days Business Days prior to the anticipated then-scheduled Merger Closing Date identified in the Closing Notice (including any Revised Closing Notice) (unless a later time is otherwise agreed by the Company), to be held in escrow until the Subscription Closing, the Subscription Amount for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer Company in the Closing Notice (including any Revised Closing Notice, to ). Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the escrow agent until Company prior to the Acquisition Closingdate hereof. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Merger Closing Date, the Issuer Company shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , with each register and book-entry for the Shares containing a notation and each certificate, if any, evidencing the Shares shall be stamped or otherwise imprinted with a legend, in substantially the form set forth on Exhibit A hereto, and (2ii) a copy of the records of the IssuerCompany’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of such date. If the Merger Closing Date. In the event the Closing Date does not occur on the same day as the Subscription Closing, the Company shall promptly (but not later than one (1) Business Day after the Subscription Closing (or two (2) Business Days after the Subscription Closing if the Company reasonably believes the Merger Closing will occur within two (2) business days Business Days after the anticipated Merger Closing Date identified in the Closing Notice (including any Revised Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter))) return the Subscription Amount to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries shall be deemed repurchased and cancelled; provided provided, that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and Closing Date substantially concurrent with, consummation of with the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinClosing. Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of Subscriber (such anticipated Closing Date (notice, as updated from time to time, the “Closing Notice”) of such anticipated Closing Date; provided, that the Issuer may, upon at least one (1) business day’s written notice, delay from time to time the anticipated Closing Date up to ten (10) business days following the anticipated Closing Date identified in the Closing Notice. Not less than five Subscriber shall deliver to the Issuer at least three (53) business days prior to the then anticipated Closing Date (as specified identified in the Closing NoticeNotice (unless a later time is otherwise agreed by the Issuer), SPAC shall provide written notice to Buyer of the aggregate amount payable be held in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date escrow until the Subscription Closing, the Purchase Price for the Subscribed Acquired 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 . Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the Issuer, subject to such escrow agent until meeting any requirements specified by Subscriber to the Acquisition ClosingIssuer prior to the date hereof. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after On the Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event If the Closing Date does not occur within two (2) business days after on the anticipated Closing Date identified in same day as the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries with respect to the Acquired Shares shall be deemed cancelled; provided that provided, that, unless this Backstop Subscription Agreement has been validly terminated pursuant to Section 5.01 (Termination)6 hereof, such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, and be conditioned upon the prior or substantially concurrent consummation of the Acquisition Closing Transactions (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five Subscriber shall deliver to the Issuer on or before three (53) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeFunding Date”). Buyer shall deliver to ) the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Shares Securities 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 held by the escrow agent Issuer until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after . On the Closing Date, Date the Issuer shall deliver to Buyer (1) Subscriber the Subscribed Shares Securities 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), laws or imposed by the Subscriber) in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and no later than one (21) Business Day after the Closing Date, the Issuer shall deliver to Subscriber a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Subscriber as the owner of the Subscribed Shares Securities on and as of the Closing Date. 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, Subscriber shall deliver to Issuer 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 anticipated Closing Date identified in the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five one (51) business days day thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book entries or share certificates shall be deemed repurchased and cancelled; provided that unless this Backstop Subscription Agreement has been terminated pursuant to Section 5.01 (Termination)6 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve Buyer Subscriber of its obligation to purchase the Subscribed Shares Securities at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing.

Subscription Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Section 2 (other than those conditions that by their nature are to be satisfied at the closing of the Subscription contemplated hereby (hereby, but without affecting the requirement that such conditions be satisfied or waived at such closing), the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same daydate of, and immediately prior to or substantially concurrent concurrently with, and is contingent on, the consummation of the Acquisition Closing Business Combination (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten At least three (103) business days prior to before the anticipated Closing Date, the Issuer shall provide deliver written notice to Buyer of such anticipated Closing Date the Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five specifying (5i) business days prior to the anticipated Closing Date and (as specified in ii) the Closing Notice), SPAC shall provide written notice to Buyer wire instructions for delivery of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver Purchase Price to the Issuer on or before Issuer. No later than two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer set forth in the Closing Notice, the Subscriber shall deliver to be held by the escrow agent until Issuer such information as is reasonably requested in the Acquisition ClosingClosing Notice in order for the Issuer to issue the Acquired Shares to the Subscriber. As soon as reasonably practicable following The Subscriber shall deliver to the Issuer, on or prior to the date that immediately precedes the Closing Date, but not later than [one (1)] business day after to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice and the application for shares in the form attached to this Subscription Agreement. On the Closing Date, the Purchase Price shall be released from escrow against and concurrently with delivery by the Issuer shall deliver to Buyer Subscriber of (1i) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructionsinstructions (“Nominee“)) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of of, or correspondence from, the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer reflecting Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the Closing Date Business Combination does not occur within two one (21) business days after day of the anticipated Closing Date identified specified in the Closing NoticeNotice or this Subscription Agreement terminates prior to the Subscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price, if already paid by the Subscriber, to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Subscriber. Notwithstanding such return or termination, and any book entries (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return be a failure of funds shall not terminate this Backstop Agreement or relieve Buyer any of its obligation the conditions to purchase the Subscribed Shares at the Subscription Closing upon set forth in this Section 2 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 8 herein, 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 in accordance and (B) to re-consummate the Subscription Closing immediately prior to or substantially concurrently with the terms consummation of this Agreementthe Business Combination.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on two business days after the same day, and substantially concurrent with, consummation of the Acquisition Closing Transactions (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five Subscriber shall deliver to the Issuer on or before three (53) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeFunding Date”). Buyer shall deliver to ) the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Acquired 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 held by the Issuer or in escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not . Not later than [one (1)] ) business day after the Closing Date, the Issuer shall deliver to Buyer Subscriber (1) the Subscribed Acquired 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 Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. 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 the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five one (51) business days day thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book entries or share certificates shall be deemed cancelled; provided that unless this Backstop Subscription Agreement has been terminated pursuant to Section 5.01 (Termination)6 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve Buyer Subscriber of its obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with ) is contingent upon the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms Transactions and conditions set forth herein. Not less than ten (10) business days shall occur immediately prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Datethereto. Not less than five (5) business days prior to the anticipated scheduled closing date of the Transactions (the “Closing Date (as specified in the Closing NoticeDate”), SPAC the Issuer shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount Subscriber (the “Redemption Closing Notice”). Buyer shall deliver to ) of such Closing Date; provided that the Issuer on or before two may delay the scheduled Closing Date up to five (25) business days following the original scheduled Closing Date identified in the Closing Notice by written notice to Subscriber if it provides Subscriber with notice of the revised Closing Date no later than 24 hours prior to the anticipated then scheduled Closing Date the Subscription for the Subscribed 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 held by the escrow agent until the Acquisition ClosingDate. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Closing Date, i) the Issuer shall deliver to Buyer Subscriber (1x) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; applicable and (2y) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the Closing Date does not occur within two and (2ii) business days after the anticipated Closing Date identified in the Closing Notice, Subscriber shall deliver to the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return Purchase Price for the Subscription Amount to Buyer Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Issuer in the Closing Notice no later than 9:00am New York City time (unless a later time on the Closing Date is otherwise agreed by the Issuer). In the event the Closing (as defined in the Business Combination Agreement) does not occur within one (1) business day of the Closing Date, the Issuer shall, unless the Closing occurs prior thereto, promptly (but not later than two (2) business days 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 Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer either party of any of its obligations hereunder (including the obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).