Common use of Transaction Financing Clause in Contracts

Transaction Financing. (a) Acquiror shall obtain, to the Company’s satisfaction, transaction financing (the “Transaction Financing”), in the form of a firm written commitment to provide equity, convertible debt or equity-linked financing to PubCo, from Transaction Investors, to be agreed by the Acquiror and the Company, in the amount of at least Thirty Million Dollars ($30,000,000). This shall be made up of a combination of non-redeemed funds in the Trust Account, equity financing in the form of a private investment in public equity (“PIPE”) by institutions and family offices, convertible debt and a pre-paid advance on convertible debt (borrowed money). At least Twenty Million Dollars ($20,000,000) of such amount shall be funded at Closing, and the remaining Ten Million Dollars ($10,000,000) shall be funded within three (3) months after Closing. For the avoidance of doubt, Acquiror hereby agrees and acknowledges that Acquiror is solely responsible and is committed to arranging Transaction Financing of at least Thirty Million Dollars ($30,000,000), with at least Twenty Million Dollars ($20,000,000) of such amount to be arranged at Closing, and the remaining Ten Million ($10,000,000) to be funded within three (3) months after Closing. (b) Further, Acquiror shall obtain, to the Company’s satisfaction, a further equity line of credit (“ELOC”) in the amount of One Hundred Million Dollars ($100,000,000), which can be drawn down over a period of twenty-four (24) months from Closing, at the Company’s option, subject to the terms and conditions of such ELOC. (c) Schedule 8.09(c) sets forth a complete list of term sheets (“Term Sheets”) that Acquiror has received and accepted from the Transaction Investors as of the date hereof pursuant to which the Transaction Investors have given written commitment to provide equity, convertible debt or equity-linked financing to PubCo. Except as set forth in the Term Sheets (and the definitive agreements to be entered into pursuant to such Term Sheets), there are no conditions precedent to the obligations of the Transaction Investors to provide the Transaction Financing or any contingencies that would permit the Transaction Investors to reduce the total amount of the Transaction Financing. (d) Acquiror does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Term Sheets (and the definitive agreements to be entered into pursuant to such Term Sheets) at the time it is required to consummate the Closing hereunder. Except as set forth in the definitive agreements to be entered into pursuant to the Term Sheets, none of the Term Sheets have been modified, altered or amended, nor, to the knowledge of Acquiror, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Term Sheets have been withdrawn, terminated or rescinded prior to the date of this Agreement. Notwithstanding the foregoing, the Company agrees and acknowledges that the Term Sheets are non-binding and indicative in nature, do not constitute agreements, solicitations of offers, or any commitment for capital. The Company further agrees and acknowledges that the Term Sheets are subject to contract in form and substance satisfactory to the applicable Transaction Investor, following completion of such Transaction Investor’s due diligence, compliance, internal approval processes and other conditions set forth in the applicable definitive agreements. (e) Each party shall keep the other party fully informed of their respective efforts (including the full disclosure and prior notification of the actual or potential sources of financing with which each party discusses the Transaction Financing), and neither party shall enter into a binding agreement with respect to any Transaction Financing except with the written approval of the other Party. (f) In order to induce certain to be identified counterparties to provide the Transaction Financing, the Sponsor will agree to assign for the benefit of such potential counterparties 50% of the Acquiror Private Placement Warrants held by the Sponsor on the date hereof. In the event of such Acquiror Private Placement Warrants not being awarded to any identified counterparty, the PubCo Board shall have the discretion to allot them to any Party identified by them.

Transaction Financing. (a) Acquiror shall obtainAs soon as practicable after the execution and delivery of this Agreement, Parent will enter into agreements, in all cases on terms and conditions and pursuant to forms acceptable to the CompanyCompany in its discretion (each, as amended or modified from time to time, a “Financing Agreement”), pursuant to which (i) certain Persons shall commit (each, a “PIPE Investor”) to purchase Parent Ordinary Shares at a purchase price of ten dollars ($10.00) per share in an amount to be determined by and among the PIPE Investors, the Company and the Parent, and/or (ii) with certain “beneficial owners” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Parent Ordinary Shares (the “Non-Redeeming Stockholders” and together with the PIPE Investors, the “Investors”) pursuant to which such Parent Shareholders shall agree, upon the terms and subject to the conditions set forth therein, not to redeem their Parent Ordinary Shares in connection with the Merger and to waive their redemption rights under Parent’s satisfaction, transaction financing Amended and Restated Memorandum and Articles of Association; provided that the combination of proceeds under (i) and (ii) shall be equal to an aggregate of at least five million dollars ($5,000,000) held inside or outside the Trust Account immediately prior to the consummation of the Merger (the “Transaction Financing”), in the form of a firm written commitment to provide equity, convertible debt or equity-linked financing to PubCo, from Transaction Investors, to be agreed by the Acquiror and the Company, in the amount of at least Thirty Million Dollars ($30,000,000). This shall be made up of a combination of non-redeemed funds in the Trust Account, equity financing in the form of a private investment in public equity (“PIPE”) by institutions and family offices, convertible debt and a pre-paid advance on convertible debt (borrowed money). At least Twenty Million Dollars ($20,000,000) of such amount shall be funded at Closing, and the remaining Ten Million Dollars ($10,000,000) shall be funded within three (3) months after Closing. For the avoidance of doubt, Acquiror hereby agrees and acknowledges that Acquiror is solely responsible and is committed to arranging Transaction Financing of at least Thirty Million Dollars ($30,000,000), with at least Twenty Million Dollars ($20,000,000) of such amount to be arranged at Closing, and the remaining Ten Million ($10,000,000) to be funded within three (3) months after Closing. (b) FurtherThe Parent shall use its commercially reasonable efforts to satisfy the conditions of the Investors’ closing obligations contained in the Financing Agreements and consummate the Transaction Financing. The Parent shall not terminate, Acquiror shall obtainor amend or waive in any manner materially adverse to Parent, to any Financing Agreement without the Company’s satisfactionprior written consent (not to be unreasonably withheld, a further equity line delayed or conditioned), other than (i) as expressly provided for by the terms of credit the Financing Agreements or (“ELOC”ii) to reflect any permitted assignments or transfers of the Financing Agreements by the applicable Investors pursuant to the Financing Agreements. Each of Parent and, as applicable, the Company, shall, and shall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the Financing Agreements. Additionally, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or Closing, Parent may, but shall not be required to, enter into and consummate additional Financing Agreements with additional Investors, including in the amount event that there is an actual or threatened material breach or default by an Investor under a Financing Agreement, or Parent reasonably believes in good faith that such Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of One Hundred Million Dollars ($100,000,000)the conditions of such Investor’s closing obligations thereunder, which can be drawn down over a period additional Financing Agreements shall become part of twenty-four (24) months from Closingthe Transaction Financing hereunder; provided, at that the terms of such additional Financing Agreements shall not, without the Company’s optionprior written consent (not to be unreasonably withheld, subject delayed or conditioned), be materially worse to Parent or the Company than those set forth in existing Financing Agreements. If Parent elects to seek such additional Financing Agreements (with, solely with respect to any additional Financing Agreements containing terms that are substantially different from the terms of Financing Agreements then in effect, the Company’s prior written consent, not to be unreasonably withheld, delayed or conditioned), Parent and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such additional Financing Agreements and use their respective reasonable efforts to cause such additional Financing 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 P▇▇▇▇▇). The Parent will deliver to the terms Company true, correct and conditions complete copies of each Financing Agreement entered into by Parent and any other Contracts between Parent and Investors that could affect the obligation of such ELOC. (c) Schedule 8.09(c) sets forth a complete list Investors to contribute to Parent their applicable portion of term sheets (“Term Sheets”) that Acquiror has received and accepted from the aggregate gross proceeds of the Transaction Investors as of the date hereof pursuant to which the Transaction Investors have given written commitment to provide equity, convertible debt or equity-linked financing to PubCo. Except Financing as set forth in the Term Sheets (and Financing Agreement of such Investor. During the definitive agreements to be entered into pursuant to such Term Sheets), there are no conditions precedent to the obligations of the Transaction Investors to provide the Transaction Financing or any contingencies that would permit the Transaction Investors to reduce the total amount of the Transaction Financing. (d) Acquiror does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Term Sheets (and the definitive agreements to be entered into pursuant to such Term Sheets) at the time it is required to consummate the Closing hereunder. Except as set forth in the definitive agreements to be entered into pursuant to the Term Sheets, none of the Term Sheets have been modified, altered or amended, nor, to the knowledge of Acquiror, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Term Sheets have been withdrawn, terminated or rescinded prior to period from the date of this Agreement. Notwithstanding Agreement and continuing until the foregoingearlier of the termination of this Agreement or Closing, the Company agrees and acknowledges that the Term Sheets are non-binding and indicative in nature, do shall not constitute agreements, solicitations of offers, or any commitment for capital. The Company further agrees and acknowledges that the Term Sheets are subject to contract in form and substance satisfactory to the applicable Transaction Investor, following completion of such Transaction Investor’s due diligence, compliance, internal approval processes and other conditions set forth in the applicable definitive agreements. (e) Each party shall keep the other party fully informed of their respective efforts (including the full disclosure and prior notification of the actual or potential sources of financing with which each party discusses the Transaction Financing), and neither party shall enter into a binding agreement any Contract with respect to any Transaction Financing except with an Investor without the prior written approval consent of the other Party. (f) In order to induce certain Parent, not to be identified counterparties to provide the Transaction Financingunreasonably withheld, the Sponsor will agree to assign for the benefit of such potential counterparties 50% of the Acquiror Private Placement Warrants held by the Sponsor on the date hereof. In the event of such Acquiror Private Placement Warrants not being awarded to any identified counterparty, the PubCo Board shall have the discretion to allot them to any Party identified by themdelayed or conditioned.

Transaction Financing. (a) Acquiror As soon as practicable after the execution and delivery of this Agreement, Purchaser shall obtain, enter into definitive agreements on terms and conditions satisfactory to the CompanyCompany (the “Equity Agreements”) (i) 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 Purchaser Common Stock at a purchase price of ten dollars ($10.00) per share, and/or (ii) with certain “beneficial owners” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)] of Purchaser Common Stock (the “Non-Redeeming Stockholders” and together with the PIPE Investors, the “Equity Investors”) pursuant to which such Purchaser stockholders shall agree, upon the terms and subject to the conditions set forth therein, not to redeem their shares of Purchaser Common Stock in connection with the Merger and to waive their redemption rights under the Purchaser’s satisfactionamended and restated memorandum and articles of association; provided that the combination of proceeds under (i) and (ii) shall be equal to an aggregate of at least ten-million dollars ($10,000,000) (the “Equity Amount”) held inside or outside the Trust Account (as defined below) immediately prior to the consummation of the Merger (the “Equity Investment”). (b) The Purchaser has received and provided to the Company a non-binding summary of financing terms, transaction financing and the Purchaser shall, as soon as practicable after the execution and delivery of this Agreement, enter into definitive agreements, on terms and conditions satisfactory to the Company (the “Debt Agreements” and together with the Equity Agreements, the “Financing Agreements”) with certain investors (the “Debt Investors” and together with the Equity Investors, the “Investors”) pursuant to which such investors, upon the terms and subject to the conditions set forth therein, will purchase convertible notes of Purchaser with an aggregate principal funding amount equal to thirty million dollars ($30,000,000) (the “Debt Amount” and together with the Equity Amount, the “Financing Amount”), in a private placement or placements to be consummated immediately prior to the consummation of the Merger (the “Debt Investment” and together with the Equity Investment, the “Transaction Financing”), in the form of a firm written commitment to provide equity, convertible debt or equity-linked financing to PubCo, from Transaction Investors, to be agreed by the Acquiror and the Company, in the amount of at least Thirty Million Dollars ($30,000,000). This shall be made up of a combination of non-redeemed funds in the Trust Account, equity financing in the form of a private investment in public equity (“PIPE”) by institutions and family offices, convertible debt and a pre-paid advance on convertible debt (borrowed money). At least Twenty Million Dollars ($20,000,000) of such amount shall be funded at Closing, and the remaining Ten Million Dollars ($10,000,000) shall be funded within three (3) months after Closing. For the avoidance of doubt, Acquiror hereby agrees and acknowledges that Acquiror is solely responsible and is committed to arranging Transaction Financing of at least Thirty Million Dollars ($30,000,000), with at least Twenty Million Dollars ($20,000,000) of such amount to be arranged at Closing, and the remaining Ten Million ($10,000,000) to be funded within three (3) months after Closing. (b) Further, Acquiror shall obtain, to the Company’s satisfaction, a further equity line of credit (“ELOC”) in the amount of One Hundred Million Dollars ($100,000,000), which can be drawn down over a period of twenty-four (24) months from Closing, at the Company’s option, subject to the terms and conditions of such ELOC. (c) Schedule 8.09(cThe Purchaser shall use its reasonable best efforts to satisfy the conditions of the Investors’ closing obligations contained in the Financing Agreements and consummate the Transaction Financing. The Purchaser shall not terminate, or amend or waive in any manner materially adverse to the Purchaser, any Financing Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) sets as expressly provided for by the terms of the Financing Agreements or (ii) to reflect any permitted assignments or transfers of the Financing Agreements by the applicable Investors pursuant to the Financing Agreements. Each of the Purchaser and, as applicable, the Company, shall, and shall cause its Affiliates to, use commercially reasonable efforts to avoid being in breach or default under the Financing Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Financing Agreements with additional Investors, including in the event that there is an actual or threatened material breach or default by an Investor under a Financing Agreement, or the Purchaser 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, which additional Financing Agreements shall become part of the Transaction Financing hereunder; provided, that the terms of such additional Financing Agreements shall not, without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), be materially worse to the Purchaser or the Company than those set forth a complete list of term sheets in existing Financing Agreements. If the Purchaser elects to seek such additional Financing Agreements (“Term Sheets”) with, solely with respect to any additional Financing Agreements containing terms that Acquiror has received and accepted are substantially different from the Transaction terms of Financing Agreements then in effect, the Company’s prior written consent, not to be unreasonably withheld, delayed or conditioned), the Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such additional Financing Agreements and use their respective reasonable efforts to cause such additional Financing 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 the Purchaser). The Purchaser will deliver to the Company true, correct and complete copies of each Financing Agreement entered into by the Purchaser and any other Contracts between the Purchaser and Investors as that could affect the obligation of such Investors to contribute to the Purchaser their applicable portion of the date hereof pursuant to which aggregate gross proceeds of the Transaction Investors have given written commitment to provide equity, convertible debt or equity-linked financing to PubCo. Except Financing as set forth in the Term Sheets (and Financing Agreement of such Investor. The Company shall not enter into any Contract with an Investor during the definitive agreements Interim Period without the prior written consent of the Purchaser, not to be entered into pursuant to such Term Sheets)unreasonably withheld, there are no conditions precedent to the obligations of the Transaction Investors to provide the Transaction Financing delayed or any contingencies that would permit the Transaction Investors to reduce the total amount of the Transaction Financingconditioned. (d) Acquiror does not have No fees, consideration (other than Purchaser Private Units) or other discounts shall be payable or agreed to by Purchaser or the Merger Sub (including from and after the Closing, the Company) to any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it Investor in the Term Sheets (and the definitive agreements to be entered into pursuant to such Term Sheets) at the time it is required to consummate the Closing hereunder. Except as set forth in the definitive agreements to be entered into pursuant to the Term Sheets, none respect of the Term Sheets have been modified, altered or amended, nor, to the knowledge of Acquiror, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the Term Sheets have been withdrawn, terminated or rescinded prior to the date of this Agreement. Notwithstanding the foregoing, the Company agrees and acknowledges that the Term Sheets are non-binding and indicative in nature, do not constitute agreements, solicitations of offers, or any commitment for capital. The Company further agrees and acknowledges that the Term Sheets are subject to contract in form and substance satisfactory to the applicable Transaction Investor, following completion of such Transaction Investor’s due diligence, compliance, internal approval processes and other conditions set forth in the applicable definitive agreements. (e) Each party shall keep the other party fully informed of their respective efforts (including the full disclosure and prior notification of the actual or potential sources of financing with which each party discusses the Transaction Financing), and neither party shall enter into a binding agreement with respect to any Transaction Financing except with the written approval of the other Party. (f) In order to induce certain to be identified counterparties to provide the Transaction Financing, the Sponsor will agree to assign for the benefit of such potential counterparties 50% of the Acquiror Private Placement Warrants held by the Sponsor on the date hereof. In the event of such Acquiror Private Placement Warrants not being awarded to any identified counterparty, the PubCo Board shall have the discretion to allot them to any Party identified by them.Amount