Common use of Transaction Financing Clause in Contracts

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during During the Interim Period, SPACthe Company, the Company Purchaser and Pubco may, but shall not be required to, use their commercially reasonable efforts to enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing Agreements”) for one or more Transaction Financings for an aggregate in gross proceeds sufficient to meet the Minimum Cash Condition on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise)structuring, and using such strategy, placement agents and approach, as SPAC Purchaser and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) SPACThe Purchaser, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPACthe Purchaser). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC the Purchaser (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPACthe Purchaser, during the Interim Period, SPACthe Purchaser, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPACthe Purchaser, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPACthe Purchaser, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPACthe Purchaser, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, use their reasonable best efforts to enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) , and SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others other in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). The Transaction Financing may be structured as common equity, convertible preferred equity, convertible debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash proceeds on terms and conditions reasonably acceptable to the Company, in each case, whether such investment is into SPAC, the Company or Pubco (the committed amounts of any such Transaction Financing, whether paid or payable prior to, at or after the Closing, “Additional Capital”); provided, that (i) SPAC, the Company and Pubco shall use their reasonable best efforts to cause at least Twenty-Five Million U.S. Dollars ($25,000,000) of such Additional Capital to be in the form of a private investment in public equity for common equity, convertible preferred equity or convertible debt, or non-redemption or backstop arrangements with respect to the Trust Account, and (ii) Transaction Financing and Additional Capital shall exclude any funds, capital, monies or proceeds received by an LLP Company in connection with any financing, Indebtedness or capital raisings relating to any LLP Company’s real estate project (and ancillary matters thereto) from investors that are not initially introduced after the date of this Agreement to an LLP Company by SPAC or its Representatives (including (i) existing investors of an LLP Company as of the date of this Agreement and (ii) the investors identified on Schedule 5.18). (b) Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, Period SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable best efforts to consummate the Transaction Financing in accordance with the Financing Agreements. Without limiting the foregoing, SPAC, Pubco and the Company shall use their reasonable best efforts to meet the condition to the Closing set forth in Section 6.2(d); provided, that nothing in this Section 5.18 shall require the Sponsor to forfeit or transfer any direct or indirect interests in its SPAC Securities (for the avoidance of doubt, without affecting the obligations of the Sponsor under the Sponsor Letter Agreement with respect to the Non-Retained Founder Shares for failure to have the Additional Capital required thereunder).

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but Purchaser shall not be required to, use commercially reasonable efforts enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “financing contemplated by such Financing Agreements, a “Transaction Financing”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC Purchaser and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with if requested by the Initial Financing Transactions, the “Transaction Financing”). (b) SPACPurchaser, the Company and Pubco shall, and shall cause their respective its Representatives to, reasonably cooperate with the others Purchaser in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPACthe Purchaser). Such Financing Agreements may include non-redemption agreements from existing Public Shareholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco Company or SPACthe Purchaser, during the Interim Period, SPAC, the Company and Pubco Purchaser shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company Purchaser under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco Purchaser under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (ai) Without limiting anything to True, correct and complete copies of the contrary contained hereinexecuted debt commitment letters from Bank of America, during the Interim Period, SPACN.A., the Company sole administrative agent and Pubco may, but shall not be required to, enter into additional financing agreements lead arranger for a $300,000,000 Senior Secured Revolving Credit Facility (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing AgreementsSenior Credit Facility”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategythe other banks acting as syndicate lenders, placement agents are attached hereto as Exhibit F (the “Commitment Letters”), pursuant to which the financing sources described therein have agreed to lend to CPA16, on the terms and approach, as SPAC and subject to the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectivelyconditions set forth therein, the “Additional Financing Transactions” and, together with debt amounts set forth therein. The Senior Credit Facility will be used by CPA16 (A) to finance a portion of the Initial Financing Transactions, Cash Consideration (the “Transaction Debt Financing”), (B) to repay certain property level indebtedness as described on Schedule 2.2(w)(i) and (C) for general corporate and working capital purposes, in each case in such amounts as determined by CPA16 and CAM in their reasonable commercial discretion. (bii) SPACThe Commitment Letters are in full force and effect and are valid and enforceable against the parties thereto in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The obligations of the financing sources to fund their respective commitments under the Commitment Letters are not subject to any conditions other than as set forth in the Commitment Letters. As of the date of this Agreement, to the Knowledge of CPA16, no event has occurred that (with or without notice, lapse of time, or both) would reasonably be expected to constitute a breach or default under the Commitment Letters by CPA16. CPA16 has no Knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions set forth in the Commitment Letters not being satisfied or the funding contemplated in the Commitment Letters not being made available to CPA16 on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, the Company Commitment Letters have not been amended or modified and Pubco shall, the commitments contained in such letters have not been withdrawn or rescinded in any respect. CPA16 or Merger Sub has fully paid any and shall cause their respective Representatives to, reasonably cooperate with the others all commitment fees or other fees in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except Commitment Letters that are payable on or prior to the extent permitted date of this Agreement. (iii) The cash on hand and available to CPA14 and CPA16, the Debt Financing and the Equity Financing (described in Section 4.3(d)), taken together, will be sufficient for CPA16 to pay (A) the aggregate cash portion of the Merger Consideration to CPA14 Stockholders who elect to receive cash pursuant to the terms Section 1.6(a)(ii) and cash in lieu of fractional shares pursuant to Section 1.9(i), provided that CPA14 Stockholders holding not more than 50% of the Financing Agreements or otherwise approved outstanding CPA14 Common Stock elect to receive Cash Consideration in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing Merger in accordance with this Agreement and the Joint Proxy Statement/Prospectus, (B) any amounts that may be payable to Dissenting Stockholders, and (C) the fees and expenses of ▇▇▇▇▇, ▇▇▇▇▇ and Merger Sub incurred in connection with the transactions contemplated by this Agreement ((A), (B) and (C) being collectively referred to herein as the “Required Cash Amounts”). As of the date of this Agreement, there are no side letters or other agreements, arrangements or understandings relating to the Debt Financing Agreementsto which CPA16 or any of its Affiliates is a party.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during During the Interim Period, SPAC, the Company and Pubco Purchaser may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “financing contemplated by such Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) SPACon such terms as the Purchaser and the Seller Representative shall agree. If the Seller Representative agrees to any such Transaction Financing and if the Purchaser so requests, the Company and Pubco Seller shall, and shall cause their respective Representatives to, reasonably cooperate with the others Purchaser in connection with such Additional Financing Agreements (including having the Target Company’s ’ senior management participate in any investor meetings and roadshows as reasonably requested by SPACPurchaser). Such Financing Agreements may include non- redemption agreements from existing Public Stockholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed)Seller Representative, and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Target Company, Pubco or SPACthe Purchaser, during the Interim Period, SPAC, the Company Purchaser and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, the Purchaser or Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company Purchaser or Pubco under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPACPurchaser, Pubco and the Target Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but SPAC shall not be required to, use its reasonable best efforts to enter into additional financing agreements (any such agreements, the “Additional PIPE Financing Agreements” and, together with the Preferred Equity Investment Initial PIPE Subscription Agreements and the SEPA DocumentsAgreements, the “PIPE Financing Agreements”) on such terms and structuring with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), in each case on terms mutually agreeable to the Company and using SPAC, acting reasonably (an “Additional PIPE Investment”, together with the Initial PIPE Investment, a “PIPE Investment”) and, if SPAC elects to seek an Additional PIPE Investment, SPAC and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such strategyAdditional PIPE Investment and use their respective commercially reasonable efforts to cause such Additional PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC); provided, placement agents and approach, that the foregoing shall not require the Sponsor to forfeit or transfer any direct or indirect interest in its SPAC Securities other than as contemplated by the Sponsor Letter Agreement. (b) SPAC and the Company shall mutually agree use their reasonable best efforts to satisfy the conditions of the closing obligations contained in the PIPE Financing Agreements relating to the PIPE Investment and consummate the transactions contemplated thereby. (c) Without limiting anything to the contrary contained herein, during the Interim Period the Company may, from time to time, enter into subscription, purchase or similar financing agreements (any such agreement not to be unreasonably withheld, conditioned or delayed) (collectivelyagreements, the “Additional Interim Period Financing TransactionsAgreements” and, together with the Initial PIPE Financing TransactionsAgreements, the “Financing Agreements”) for debt investments into the Company, preferred equity and any accompanying warrants or other equity-linked securities that are convertible to Company Common Stock at Closing on terms mutually agreeable to the Company and SPAC, acting reasonably (the “Interim Period Financing” and together with the PIPE Investment, the “Transaction Financing”). (bd) SPAC, SPAC and the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco Company or SPAC, during the Interim Period, SPAC, Period SPAC and the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco SPAC or the Company under any Financing Agreement or reduce or impair the rights of SPAC, SPAC or the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco SPAC and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA DocumentsAgreements, the “Financing Agreements”) ), in addition to the Convertible Notes PIPE, and Preferred Equity Investment on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or as a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing TransactionsTransaction Financing” and, together with the Initial Financing TransactionsConvertible Notes PIPE and Preferred Equity Investment, the “Transaction Financing”). The Parties acknowledge that SPAC has engaged ▇▇▇▇▇ and Clear Street to serve as lead placement agents for the Transaction Financing. (b) SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. Concurrent with the Closing, ATW Opportunities Master Fund II, L.P. or its designee (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing AgreementsInvestor”) on such terms will invest a sum not less than $3 million and structuring (whether structured as up to $5 million in a private placement of common equityshares of Parent Series B Preferred Stock with terms to be mutually agreed upon between the Company, convertible preferred equityParent and the Investor including, convertible debt but not limited to, mutually agreed upon price adjustment terms (the “Concurrent Financing”). In connection with consummating such Concurrent Financing, Parent will prepare, or other securities convertible into or that have cause to be prepared, offering documents of a type customarily used for the right type of financing proposed and negotiate and execute binding agreements with terms mutually agreed upon between the Company, Parent and the Investor (the "Concurrent Financing Agreements"). The Company shall reasonably cooperate in a timely manner in connection with the Concurrent Financing including (i) by providing such information and assistance as Parent may reasonably request, (ii) granting such access to acquire common equity, the Investor and its representatives as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise)may be reasonably necessary for their due diligence, and using (iii) causing their respective senior management teams to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such strategyConcurrent Financing. Parent (x) shall not modify, placement agents and approachamend or supplement the Concurrent Financing Agreements, as SPAC or waive any term thereof, without the consent and the Company and (y) shall mutually agree (such agreement not use its reasonable best efforts to take, or cause to be unreasonably withheldtaken, conditioned all actions and to do, or delayed) (collectivelycause to be done, all things necessary, proper or advisable to cause the “Additional Concurrent Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to be consummated on the terms of set forth in the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Concurrent Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their including using its commercially reasonable efforts to consummate (i) maintain in full force and effect the Transaction Concurrent Financing Agreements in accordance with the terms thereof, (ii) satisfy on a timely basis all conditions to obtaining the Concurrent Financing set forth in the Concurrent Financing Agreements that are applicable to Parent or any of its Subsidiaries, and within the control of Parent or any of its Subsidiaries, respectively, (iii) comply on a timely basis with Parent’s obligations under the Concurrent Financing Agreements, (iv) cause the Investor to fund the Concurrent Financing concurrently with or prior to the Closing and (v) enforce the Parent’s rights under the Concurrent Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco SPAC may, but shall not be required to, enter into additional financing agreements agreements, which, with the consent of the Company, may be a financing into the Company (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documentsfinancing contemplated by such Financing Agreements, the “Financing AgreementsTransaction Financing”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) if requested by SPAC, the Company and Pubco shall, and shall cause their respective its Representatives to, reasonably cooperate with the others SPAC in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Such Financing Agreements may include non-redemption agreements from existing Public Stockholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved mutually agreed in writing by the Company and SPAC (each of which approval shall such agreement not to be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco Company or SPAC, during the Interim Period, SPAC, the Company and Pubco SPAC shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company SPAC under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco SPAC under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco SPAC and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing AgreementsAgreement.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during During the Interim Period, SPAC, the Company and Pubco Purchaser may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “financing contemplated by such Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) SPACon such terms as the Purchaser and the Seller Representative shall agree. If the Seller Representative agrees to any such Transaction Financing and if the Purchaser so requests, the Company and Pubco Sellers shall, and shall cause their respective Representatives to, reasonably cooperate with the others Purchaser in connection with such Additional Financing Agreements (including having the Company’s Target Companies’ senior management participate in any investor meetings and roadshows as reasonably requested by SPACPurchaser). Such Financing Agreements may include non-redemption agreements from existing Public Stockholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed)Seller Representative, and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the CompanyTarget Companies, Pubco or SPACthe Purchaser, during the Interim Period, SPAC, the Company Purchaser and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, the Purchaser or Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company Purchaser or Pubco under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPACPurchaser, Pubco and the Company Target Companies shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but Purchaser Parties shall not be required to, use their best efforts to enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC Parent and the Company shall mutually agree (such each of the Parent’s and the Company’s agreement thereto not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) SPACand, if requested by the Parent, the Company and Pubco shall, and shall cause their respective its Representatives to, reasonably cooperate with the others Purchaser Parties in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPACthe Parent). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions in clauses (i) or (ii) below that would not materially increase conditionality or impose any new material obligation on the Company, Pubco Company Group or SPACthe Purchaser Parties, during the Interim Period, SPAC, the Company and Pubco Purchaser Parties shall not (i) reduce the committed investment amount to be received by SPAC, Pubco a Purchaser Party or the Company Group under any Financing Agreement or reduce or impair the rights of SPAC, a Purchaser Party or the Company or Pubco Group under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco The Purchaser Parties and the Company shall use their commercially reasonable best efforts to consummate the Transaction Financing in accordance with the Financing Agreements. Without limiting the foregoing, the Purchaser Parties and the Company shall use their best efforts to meet the condition to the Closing set forth in Section 10.1(i).

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC shall use its commercially reasonable efforts to (and if requested by SPAC, the Company and Pubco may, but shall not be required to, shall) enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and”, and together with the Preferred Equity Investment Subscription Agreements and the SEPA DocumentsForward Purchase Agreement, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company shall mutually reasonably agree (such with the Company’s agreement thereto not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction Financing”). (b) and, if requested by the SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others SPAC in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or the SPAC, during the Interim Period, SPAC, Period the Company SPAC and Pubco shall not (i) reduce the committed investment amount to be received by the SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company SPAC or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements. Without limiting the foregoing, SPAC, Pubco and the Company shall use their commercially reasonable efforts to meet the condition to the Closing set forth in Section 7.2(d); provided, that the foregoing shall not require the Sponsor to forfeit or transfer any direct or indirect interests in its SPAC Securities.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during During the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement each of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC Parent and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with the Initial Financing Transactions, the “Transaction FinancingFinancing Party”).) shall use its commercially reasonable efforts to solicit Transaction Financing Investors to enter into Transaction Financing Agreements, it being understood and agreed that (i) the identity of the Transaction Financing Investors and (ii) the terms of the Transaction Financing Agreements shall be acceptable to both Parent and the Company in their reasonable discretion.. During the Interim Period, the Transaction Financing Party shall not enter into any Contract with a prospective Transaction Financing Investor without the prior written consent of the other Party. Once agree to by both Parent and the Company, the Transaction Financing Party shall promptly deliver to the other Party true, correct and complete copies of each Transaction Financing Agreement entered into by the Transaction Financing Party (b) SPACNotwithstanding anything to contrary contained in this Agreement, nothing contained in this Section 7.8 or elsewhere in this Agreement shall require, and in no event shall the “commercially reasonable efforts” of Parent or the Company be deemed to construe or require, the such Party to (i) bring any enforcement action against any Transaction Financing Investor to enforce its rights under the applicable Transaction Financing Commitments, (ii) seek or accept Transaction Financing Commitments on terms adverse to or less favorable than those set forth in the Transaction Financing Agreements or (iii) agree to waive any term or condition of this Agreement or amend or waive any term of the Transaction Financing Agreements. Under no circumstances shall the Transaction Financing Party or its Affiliates or Representatives be obligated to provide any Transaction Financing Commitments. (c) During the Interim Period, each of Parent and the Company and Pubco shall, and shall cause their respective Representatives its appropriate officers and employees to, reasonably use commercially reasonable efforts to cooperate with the others in connection with the arrangement of any Transaction Financing Commitments as may be reasonably requested by the other Party, including with respect to the Company (i) negotiating and entering into amendments to its existing credit facilities, (ii) if required under the terms of this Agreement, negotiating in good faith the Shinyoung Guaranty, and (iii) assisting in negotiations of intercreditor or subordination agreements between its existing lenders, i and the Transaction Financing Investors. Such commercially reasonable efforts may also include (A) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (B) assisting with the preparation of customary materials for actual and potential Transaction Financing Investors, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Transaction Financing Commitments (which shall not include pro forma financial information), (C) providing financial statements and such Additional other financial information regarding the Company or the Parent that is readily available or within the other Party’s possession and as is reasonably requested in connection with the Transaction Financing Agreements Commitments, (D) furnishing the Transaction Financing Party upon reasonable advance notice customary documentation and other information under applicable “know-your-customer” and anti-money laundering rules and regulations, including having the Patriot Act and (E) otherwise reasonably cooperating in Parent’s and the Company’s senior management participate efforts to obtain the Transaction Financing Commitments. (d) If Parent consummates any Transaction Financing, other than the obligations of the Parties set forth in clauses (i), (ii) and (iii) of the first sentence of Section 7.8(c), and notwithstanding the obligations of the other Party set forth in the second sentence of Section 7.8(c), (i) such requested cooperation of the Company shall not unreasonably interfere with the ongoing operations of the Company, (ii) neither Parent or the Company nor any investor meetings and roadshows as reasonably requested by SPAC). Except of their respective Affiliates or Representatives shall be required to execute or enter into or perform any agreement with respect to the extent permitted pursuant Transaction Financing Commitments, or to take any action that would subject such Person to actual liability, to bear any cost or expense or to provide any indemnity with respect to the Transaction Financing Commitments (other than (A) any customary management representation and authorization letter in connection with marketing materials contemplated by the Transaction Financing Commitments, (B) customary obligations of the Second Merger Surviving Company that are contingent upon the Closing and which would not be effective prior to the Closing, and (C) if required under the terms of this Agreement, the delivery by ▇▇▇▇▇▇▇▇▇ of the Shinyoung Guaranty) and (iii) Persons who are on the Board of the other Party prior to the Closing in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Transaction Financing Commitments. Under no circumstances shall any Party, its equityholders or their respective Affiliates or Representatives be obligated to provide any Transaction Financing Commitments or forfeit, transfer or modify the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy underMerger Consideration, or any replacements of, any of the Financing Agreementsportion or component thereof, in each caseconnection with the Transaction Financing. (e) Without limiting the foregoing, other than as contemplated by the Shinyoung Exchange Agreement, Shinyoung shall guaranty any assignment or transfer contemplated therein or expressly permitted thereby debt that is issued in a Transaction Financing on terms customary for similar financings (without any further amendmentthe “Shinyoung Guaranty”), modification or waiver to such assignment or transfer provision). SPAC, Pubco and unless Parent agrees that the Company shall use their commercially reasonable efforts Shinyoung Guaranty is not necessary to consummate the Transaction Financing on terms reasonably acceptable to the Parties and waives such requirement. (f) All costs, fees and expenses in accordance connection with the Transaction Financing Agreementswill be paid out of the Transaction Financing proceeds. (g) Following the execution of any Transaction Financing Agreement, each Party shall use its commercially reasonable efforts to satisfy the conditions to the applicable Transaction Financing Investor’s obligations thereunder and to consummate the transactions contemplated thereby. Neither Parent nor the Company shall not terminate, or amend or waive in any material respect any Transaction Financing Agreement without the other Party’s prior written consent, such consent not to be unreasonably conditioned, withheld or delayed, other than (i) as expressly provided for by the terms of the Transaction Financing Agreements or (ii) to reflect any permitted assignments or transfers of the Transaction Financing Agreements by the applicable Transaction Financing Investors. (h) Each of Parent and the Company shall give the other Party prompt notice of: (i) any request from a Transaction Financing Investor for any amendment to its Transaction Financing Agreement; (ii) any actual, threatened or anticipated breach or default by any Transaction Financing Investor under its Transaction Financing Agreement (to the extent of such Party’s knowledge thereof); and (iii) the receipt of any written notice or other written communication from any Transaction Financing Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by such Transaction Financing Investor under its Transaction Financing Agreement. (i) The obligations of the Parties under this Section 7.8 shall not survive the Closing.

Transaction Financing. (a) Without limiting anything As soon as practicable after the execution and delivery of this Agreement, the Company shall enter into definitive agreements on terms and conditions satisfactory to the contrary Redwoods (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which such investors, upon the terms and subject to the conditions set forth therein, will purchase shares of Redwoods Common Stock at a purchase price of ten dollars ($10.00) per share (the “PIPE Investment”); provided that the proceeds of the PIPE Investment shall be equal to an aggregate of at least five million dollars ($5,000,000) immediately prior to the Closing. (b) The Company shall use its reasonable best efforts to satisfy the conditions of the Investors’ closing obligations contained hereinin the PIPE Subscription Agreements and consummate the PIPE Investment. The Company shall not terminate, or amend or waive in any manner materially adverse to Redwoods, any PIPE Subscription Agreement without Redwoods’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) as expressly provided for by the terms of the PIPE Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable Investors pursuant to the PIPE Subscription Agreements. Each of the Company and, as applicable, Redwoods, shall, and shall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the PIPE Subscription Agreements. Additionally, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, enter into and consummate additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment PIPE Subscription Agreements and with additional Investors, including in the SEPA Documentsevent that there is an actual or threatened material breach or default by an Investor under a PIPE Subscription Agreement, the “Financing Agreements”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and the Company reasonably believes in good faith that such Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such Investor’s closing obligations thereunder; provided, that the terms of such additional PIPE Subscription Agreements shall mutually agree not, without the Redwoods’s prior written consent (such agreement not to be unreasonably withheld, conditioned delayed or delayed) conditioned), be materially worse to the Company or Redwoods than those set forth in existing PIPE Subscription Agreements. If the Company elects to seek such additional PIPE Subscription Agreements (collectivelywith, solely with respect to any additional PIPE Subscription Agreements containing terms that are substantially different from the “Additional Financing Transactions” andterms of PIPE Subscription Agreements then in effect, together with the Initial Financing TransactionsRedwoods’s prior written consent, the “Transaction Financing”not to be unreasonably withheld, delayed or conditioned). (b) SPAC, the Company and Pubco Redwoods shall, and shall cause their respective Representatives representatives to, reasonably cooperate with the others each other and their respective representatives in connection with such Additional Financing additional PIPE Subscription Agreements and use their respective reasonable efforts to cause such additional PIPE Subscription Agreements to be executed and the transactions contemplated thereby to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPACroadshows). Except The Company will deliver to the extent permitted pursuant to the terms Redwoods true, correct and complete copies of the Financing Agreements or otherwise approved in writing each PIPE Subscription Agreement entered into by the Company and SPAC (each any other Contracts between the Company and Investors that could affect the obligation of which approval such Investors to contribute their applicable portion of the aggregate gross proceeds of the PIPE Investment as set forth in the PIPE Subscription Agreement of such Investor. Redwoods shall not enter into any Contract with an Investor during the Interim Period without the prior written consent of the Company, not to be unreasonably withheld, conditioned delayed or delayed)conditioned. (c) No fees, and except for consideration or other discounts shall be payable or agreed to by the Company to any Investor in respect of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing AgreementsPIPE Investment.

Transaction Financing. Purchaser and the Company shall use commercially reasonable efforts to raise gross proceeds of at least $60 million in a PIPE financing in which equity securities of Purchaser or Pubco (aor such other securities as may be agreed by Purchaser and the Company) are sold to investors. Without limiting anything to the contrary contained herein, contemporaneously with the entry into this Agreement or during the Interim Period, SPAC, the Company and Pubco Purchaser may, but shall not be required to, enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documentsfinancing contemplated by such Financing Agreements, the “Financing AgreementsTransaction Financing”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC Purchaser and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with if requested by the Initial Financing Transactions, the “Transaction Financing”). (b) SPACPurchaser, the Company and Pubco shall, and shall cause their respective its Representatives to, reasonably cooperate with the others Purchaser in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPACPurchaser). Such Financing Agreements may include non-redemption agreements from existing Public Shareholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPACthe Purchaser, during the Interim Period, SPAC, the Company and Pubco Purchaser shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company Purchaser under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco Purchaser under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco Purchaser and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to the contrary contained hereinArticle X, during the Interim Periodeach of Acquiror, SPAC, PubCo and the Company shall take, or cause to be taken, all reasonable actions and Pubco maydo, but shall not or cause to be required done all things reasonably necessary, proper or advisable to, enter into : (a) identify additional sources of financing agreements from third party financing sources in the form of debt or equity investments (any such agreements, the “Additional Transaction Financing Agreements” and, together Investments”) and negotiate binding agreements on marketable terms with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, such Transaction Financing Investors (the “Transaction Financing Agreements”) on in connection with ensuring the closing condition set forth in Section 10.03(f) is satisfied and (b) reasonably cooperate in a timely manner in connection with any such terms Transaction Financing Investments the Parties may seek in connection with the Transaction Financing including (i) by providing such information and structuring assistance as the other Party may reasonably request, (whether structured ii) granting such access to potential Transaction Financing Investors and their respective representatives as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise)may be reasonably necessary for their due diligence, and using (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such strategyTransaction Financing. All such cooperation, placement agents assistance and approach, as SPAC access shall be granted during normal business hours and the Company shall mutually agree (such agreement be granted under conditions that shall not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together interfere with the Initial Financing Transactions, business and operations of the “Transaction Financing”)Parties or their auditors and shall be subject to any limitations under applicable Law. (b) SPACAs of the date of entering into a Transaction Financing Agreement, Acquiror will deliver to the Company true, correct and complete copies of each fully executed Transaction Financing Agreement. Each of the Transaction Financing Agreements will be in full force and effect and will be legal, valid and binding upon Acquiror and, to the knowledge of Acquiror, the Company and Pubco shallapplicable Transaction Financing Investor, and shall cause their respective Representatives to, reasonably cooperate will be enforceable in accordance with the others its terms. Acquiror will have fully paid any and all commitment fees or other fees required in connection with such Additional the Transaction Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except that are payable on or prior to the extent permitted date such Transaction Financing Agreement is entered into and will pay any and all such fees when and as the same become due and payable after such date pursuant to the terms Transaction Financing Agreements. Acquiror will have, and to the knowledge of Acquiror, the Transaction Financing Investors will have, complied with all of their obligations under the Transaction Financing Agreements. Acquiror shall not enter into any side letters or Contracts related to the provision or funding, as applicable, of the purchases contemplated by the Transaction Financing Agreements or otherwise other than as approved in writing by the Company in its reasonable discretion. (c) The Sponsor shall make available up to one million (1,000,000) Acquiror Class A Ordinary Shares to provide an economic incentive for Transaction Financing Investors and SPAC non-redeeming shareholders of Acquiror (each of which approval shall not be unreasonably withheld, conditioned or delayedthe “Transaction Financing Incentive Shares”), and except for any of . At the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period, SPACClosing, the Company Sponsor shall surrender and Pubco shall not (i) reduce the committed investment amount cause to be received by SPAC, Pubco or the Company under cancelled any Transaction Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (Incentive Shares not used for in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their commercially reasonable efforts to consummate connection with the Transaction Financing in accordance with the Financing AgreementsFinancing.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco may, but shall not be required to, SPAC hereby agrees to use its reasonable best efforts to enter into additional financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documents, the “PIPE Financing Agreements”) on such terms and structuring with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC and in each case on terms mutually agreeable to the Company shall mutually agree and SPAC, acting reasonably, in an aggregate amount of up to Thirty Million Dollars (such agreement not to be unreasonably withheld, conditioned or delayed$30,000,000) (collectivelya “PIPE Investment”). (b) Without limiting anything to the contrary contained herein, during the Interim Period, (i) SPAC hereby agrees to use its reasonable best efforts to introduce the Company to investors to enter into financing agreements (any such agreements, the “Additional Bridge Financing TransactionsAgreements”) for senior secured convertible debt investments into the Company, on terms mutually agreeable to the Company and SPAC, acting reasonably, for an aggregate amount equal to at least Ten Million Dollars ($10,000,000) (the “Bridge Financing”); (ii) the Company hereby agrees to use its reasonable best efforts to enter into the Bridge Financing Agreements with such investors and any other investors that are identified by any of the Parties; and (iii) the Company hereby agrees to use its reasonable best efforts to enter into financing agreements (any such agreements, the “Company Financing Agreements” and, together with the Initial Bridge Financing TransactionsAgreements, and the PIPE Investment Agreement, the “Financing Agreements”) with potential investors, for equity investments in the Company on terms mutually agreeable to the Company and SPAC, acting reasonably, in an aggregate amount to be determined by SPAC and the Company (a “Company Equity Investment”; and together with the Bridge Financing, and the PIPE Investment, the “Transaction Financing”). (bc) SPAC, SPAC and the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the others in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco Company or SPAC, during the Interim Period, SPAC, Period SPAC and the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco SPAC or the Company under any Financing Agreement or reduce or impair the rights of SPAC, SPAC or the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco SPAC and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.

Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, Period the Company and Pubco mayPurchaser shall in good faith pursue, but shall not be required toto enter into, enter into additional equity or debt financing agreements (any such agreements, the “Additional Financing Agreements” and, together with the Preferred Equity Investment Subscription Agreements and the SEPA Documentsfinancing contemplated by such Financing Agreements, the “Financing AgreementsTransaction Financing”) on such terms and structuring (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise), and using such strategy, placement agents and approach, as SPAC Purchaser and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Additional Financing Transactions” and, together with if requested by the Initial Financing TransactionsPurchaser, the “Transaction Financing”). (bx) SPAC, the Company shall execute and Pubco deliver such Financing Agreements, and (y) the Company shall, and shall cause their respective its Representatives to, reasonably cooperate with the others Purchaser in connection with such Additional Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPACPurchaser). Such Financing Agreements may include non-redemption agreements from existing Public Stockholders and backstop agreements and private placement subscription agreements (whether for equity or debt and whether such private placement is with the Purchaser or the Company) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed) by the Company and the Purchaser (if such Party is not party to the Financing Agreement), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco Company or SPACthe Purchaser, during the Interim Period, SPAC, Period the Purchaser and the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco the Purchaser or the Company under any Additional Financing Agreement or reduce or impair the rights of SPAC, the Purchaser or the Company or Pubco under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco The Purchaser and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing Agreements.