Common use of PIPE Investment Clause in Contracts

PIPE Investment. (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) Unless otherwise approved in writing by the Company, no Acquiror has delivered Party shall permit any amendment or modification to the Company truebe made to, correct and complete copies any waiver (in whole or in part) or provide consent to (including consent to termination), of each any provision under any of the Subscription Agreements entered into in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by Acquiror with the applicable PIPE Investors named Subscription Agreements on the terms and conditions described therein, pursuant to which including maintaining in effect the PIPE Investors have committed to provide equity financing Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE InvestorsAgreements and otherwise comply with its obligations thereunder, and(ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, as consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the date hereofExpected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror does not know shall give the Company, prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, Agreement; (B) of any material breach or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under could give rise to any material term breach or condition default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain material respects; and (D) if Acquiror does not expect to receive all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable or any portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror has delivered SPAC shall take, or use its reasonable best efforts to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to obtain the Company true, correct PIPE Investment and complete copies of each of consummate the transactions contemplated by the Subscription Agreements entered into on the terms described therein, including using its commercially reasonable efforts to (x) comply with its obligations under the Subscription Agreements, (y) in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by Acquiror with their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror SPAC the applicable portion of the PIPE Investment Amount set forth in the applicable Subscription Agreement of such PIPE Investors, and, as of at or prior to Closing. SPAC shall give the date hereof, Acquiror does not know Parent prompt written notice upon (i) becoming aware of any facts breach or circumstances that may reasonably be expected default by any party to result in any of the conditions set forth in Subscription Agreements or any termination (or purported termination) of any of the Subscription Agreements, (ii) the receipt of any written notice or other written communication from any party to any Subscription Agreement not being satisfiedwith respect to any actual, potential or the PIPE Investment Amount not being available claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to Acquiror, on the Closing Date. No event has occurred that, with any Subscription Agreement or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason and (iii) if SPAC does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the sources contemplated by the Subscription Agreements on Agreements. SPAC shall not permit, without the terms thereinprior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements.

PIPE Investment. (a) Following the date hereof, Acquiror has delivered shall use commercially reasonable efforts to obtain commitments from certain investors as to the PIPE Investment and shall apprise the Company trueas to the status of the PIPE Investment during such process. Unless otherwise approved in writing by the Company (such approval not to be unreasonably withheld, correct and complete copies delayed or conditioned), neither Acquiror or Merger Sub shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into in a manner adverse to Acquiror, Merger Sub or the Company. Acquiror shall use reasonable efforts to take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and shall use its reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the expected closing date of the PIPE Investment; (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (v) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, enforce the rights of the Acquiror under the Subscription Agreements to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing and after Acquiror enters into one or more Subscription Agreements, Acquiror does not know shall give the Company, prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could reasonably be likely to give rise to any breach or breach on default) by any party to any Subscription Agreement known to Acquiror; (C) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Agreement; and (D) if Acquiror has no reason a reasonable basis to believe expect that it will be unable to satisfy in not receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in manner or from the PIPE Investors as contemplated by the Subscription Agreements. Acquiror shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the terms thereinPIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror Class A Common Stock or Acquiror Warrants as and when required under any such Subscription Agreements.

PIPE Investment. (a) Acquiror has delivered made available to the Company true, correct and complete copies of each the executed Initial Subscription Agreement, dated as of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereindate hereof, pursuant to which which, and on the terms and subject to the conditions therein, the Initial PIPE Investors have committed Investor has agreed to provide equity financing the Initial PIPE Investment to Acquiror solely for purposes in connection with the transactions contemplated by this Agreement. As of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investordate hereof, the Initial Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror Acquiror, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The shares and other securities, as applicable, to be issued in connection with the PIPE Investment will be, when issued, duly authorized and, when issued and delivered to the knowledge applicable PIPE Investor against full payment therefor in accordance with the terms of Acquirorthe applicable Subscription Agreement, each PIPE Investorsuch shares or securities, as applicable, will be validly issued, fully paid and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Lawsnon-assessable. There are no other agreements, side letters, or arrangements Contracts between Acquiror and any the Initial PIPE Investor that could affect relating to the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Initial Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any the Initial Subscription Agreement not being satisfied, or $10,000,000 (such amount, the “Minimum PIPE Investment Amount Amount”) not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, has constituted or would constitute a default or breach on the part of Acquiror or the applicable PIPE Investor under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no does not have reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror PubCo has delivered to the Company and SPAC true, correct and complete copies of each of the PIPE Subscription Agreements entered into (other than the Additional PIPE Subscription Agreements, which will be delivered by Acquiror with the applicable PIPE Investors named thereinPubCo promptly upon execution), pursuant to which the PIPE Investors have committed or will commit to provide equity financing to Acquiror PubCo solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”)Transactions. To the knowledge of Acquiror, with With respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is or will be, upon execution thereof, in full force and effect and has or will have not been withdrawn or terminated, or otherwise amended or modified, modified in any material respect, and no withdrawal, withdrawal or termination, amendment or modification in any material respect is contemplated by AcquirorPubCo. Each PIPE Subscription Agreement is or will be, upon execution thereof, a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, PubCo and each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Private Placement Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror any Acquisition Entity and any PIPE Investor that could affect the obligation of such relating to any PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereofof this Agreement, Acquiror does not know no Acquisition Entity knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the PIPE Investment Amount relevant investment amount not being made available to AcquirorPubCo, on the Closing DateDate consistent with the terms and conditions hereof. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror an Acquisition Entity under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror PubCo the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements investment amount thereunder on the terms therein.

PIPE Investment. (a) Acquiror has delivered Unless otherwise approved in writing by the Company, neither Parent nor its Affiliates shall permit any amendment or modification to the Company truebe made to, correct and complete copies any waiver (in whole or in part) or provide consent to (including consent to termination), of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into in a manner materially adverse to the Company. Parent shall take, or cause to be taken, all commercially reasonable actions and do, or cause to be done, all commercially reasonable things necessary, proper or advisable to consummate the transactions contemplated by Acquiror the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Parent in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates exclusively control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) deliver any required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them, in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at the Closing), to fund their obligations at or prior to or concurrently with the Closing; and (iv) without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 11.6, enforce its rights under the Subscription Agreements in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, andAmount, as of the date hereofapplicable, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinin accordance with their terms.

PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser may use commercially reasonable efforts as practicable, after the date of this Agreement and at or prior to the End Date, to enter into and consummate subscription agreements with investors relating to a private equity investment in Purchaser to purchase shares of Purchaser in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to the Company and Purchaser, acting reasonably (aa “PIPE Investment”), and, if Purchaser elects to seek a PIPE Investment, Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment, and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). If Purchaser elects to seek a PIPE Investment, Purchaser shall use its commercially reasonable efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. Purchaser shall not terminate, or amend or waive in any manner materially adverse to Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) Acquiror has delivered as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of 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 Subscription Agreements. Additionally, during the Interim Period, Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), be materially worse to Purchaser or the Company than those set forth in existing Subscription Agreements. If Purchaser elects to seek such additional Subscription Agreements (containing, solely with respect to any additional Subscription Agreements, terms that are substantially different from the terms of Subscription Agreements then in effect), with the Company’s prior written consent, not to be unreasonably withheld, delayed or conditioned, 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 Subscription Agreements and use their respective reasonable efforts to cause such additional 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 Purchaser). Purchaser will deliver to the Company true, correct and complete copies of each of the Subscription Agreements Agreement entered into by Acquiror with the applicable Purchaser and any other Contracts between Purchaser and PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE InvestorsInvestor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of Purchaser, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinunreasonably withheld, delayed or conditioned.

PIPE Investment. The Purchaser shall use its commercially reasonable efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, or amend or waive in any manner materially adverse to the Purchaser, any Subscription Agreement without the Company’s prior written consent (anot to be unreasonably withheld, delayed or conditioned), other than (i) Acquiror has delivered as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription 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 Subscription Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription 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 in existing Subscription Agreements. If the Purchaser elects to seek such additional Subscription Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription 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 Subscription Agreements and use their respective reasonable efforts to cause such additional 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 the Purchaser). The Purchaser will deliver to the Company true, correct and complete copies of each of the Subscription Agreements Agreement entered into by Acquiror with the applicable Purchaser and any other Contracts between the Purchaser and PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE Investors, and, as Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the date hereofPurchaser, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinunreasonably withheld, delayed or conditioned.

PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser shall use its reasonable commercial efforts to enter into and consummate Subscription Agreements with investors relating to a private equity investment in Purchaser to purchase at least 3,000,000 shares of Purchaser Common Stock at a purchase price of ten dollars (a$10.00) Acquiror has delivered per share, for an aggregate purchase price of at least $30,000,000 in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to the Company and Purchaser, acting reasonably (a “PIPE Investment”), and Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). The Purchaser shall use its reasonable best efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, or amend or waive in any manner materially adverse to the Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription 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 Subscription Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), be on materially less favorable terms to the Purchaser or the Company than those set forth in existing Subscription Agreements. If the Purchaser elects to seek such additional Subscription Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription 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 Subscription Agreements and use their respective reasonable efforts to cause such additional 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 the Purchaser). The Purchaser will deliver to the Company true, correct and complete copies of each of the Subscription Agreements Agreement entered into by Acquiror with the applicable Purchaser and any other Contracts between the Purchaser and PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE Investors, and, as Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the date hereofPurchaser, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinunreasonably withheld, delayed or conditioned.

PIPE Investment. (a) Acquiror The Purchaser has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror the Purchaser with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror the Purchaser solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 all of the Subscription Agreements (the “PIPE Investment Amount”). To the knowledge of Acquirorthe Purchaser, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquirorthe Purchaser. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror the Purchaser and, to the knowledge of Acquirorthe Purchaser, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror the Purchaser and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror the Purchaser does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquirorthe Purchaser, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror the Purchaser under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror the Purchaser has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror the Purchaser the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Acquiror shall use its reasonable commercial efforts to enter into and consummate Subscription Agreements with investors relating to a PIPE Investment, and Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (aincluding having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). The Acquiror shall use its reasonable best efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Acquiror shall not terminate, amend or waive in any manner materially adverse to the Acquiror, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of the Acquiror has delivered 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 Subscription Agreements. Additionally, during the Interim Period, the Acquiror may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Acquiror reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), be on materially less favorable terms to the Acquiror or the Company than those set forth in existing Subscription Agreements. If the Acquiror elects to seek such additional Subscription Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, the Company’s prior written consent, not to be unreasonably withheld, delayed or conditioned), the Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such additional Subscription Agreements and use their respective reasonable efforts to cause such additional 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 the Acquiror). The Acquiror will deliver to the Company true, correct and complete copies of each of the Subscription Agreements Agreement entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any other Contracts between the Acquiror and PIPE Investor Investors that could affect the obligation of such PIPE Investors to contribute to the Acquiror the their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE Investors, and, as Investor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term not to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinunreasonably withheld, delayed or conditioned.

PIPE Investment. (a) Acquiror Parent has delivered to the Company and the Stockholder Representative true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror Parent with the applicable PIPE Investors named therein, pursuant to which the such PIPE Investors have committed to provide equity financing to Acquiror Parent solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (at least the “PIPE Investment Amount”). To the knowledge of Acquiror, with With respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by AcquirorParent. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror Parent and, to the knowledge Knowledge of AcquirorParent, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Lawslaws. The Subscription Agreements provide that the Company and the Stockholder Representative is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to AcquirorParent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror Parent under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror Parent the applicable portion of the such PIPE Investor’s PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) Acquiror has delivered Except to the Company trueextent provided in writing by Seller, correct and complete copies no Acquiror Party shall permit any amendment or modification to be made to, or any waiver (in whole or in part) of each any provision or remedy under, or any replacements of, any of the Subscription Agreements. Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements entered into on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the Closing Date (as defined in the Subscription Agreements); (iv) deliver notices to counterparties to the Subscription Agreements at least five (5) Business Days prior to the Closing and no later than four (4) Business Days prior to the Acquiror with Stockholders' Meeting to cause them to fund their obligations no later than one (1) Business Day prior to the date that the Closing is scheduled to occur hereunder and (v) without limiting Seller’s rights to enforce such Subscription Agreements, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company, prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to Acquiror; and (C) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of Agreement. Acquiror shall deliver all notices it is required to deliver under the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects Subscription Agreements on a timely basis any condition in order to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of cause the PIPE Investors to contribute to Acquiror the applicable portion of consummate the PIPE Investment Amount set forth in concurrently with the Subscription Agreements on the terms thereinClosing.

PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser may use reasonable commercial efforts to enter into and consummate subscription agreements with investors relating to a private equity investment in Purchaser to purchase shares of Purchaser in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to the Company and Purchaser, acting reasonably (aa “PIPE Investment”), and Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective reasonable commercial efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). If the Purchaser elects to seek such additional Subscription Agreements, the Purchaser shall use its reasonable commercial efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, or amend or waive in any manner materially adverse to the Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) Acquiror has delivered as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of the Purchaser and, as applicable, the Company, shall, and shall cause its Affiliates to, use reasonable commercial efforts to avoid being in breach or default under the Subscription Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription 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 in existing Subscription Agreements. If the Purchaser elects to seek such additional Subscription Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription 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 Subscription Agreements and use their respective reasonable commercial efforts to cause such additional 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 the Purchaser). The Purchaser will deliver to the Company true, correct and complete copies of each of the executed Subscription Agreements Agreement entered into by Acquiror with the applicable Purchaser and any other Contracts between the Purchaser and PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE InvestorsInvestor. As of the date hereof and on the Closing Date, each such executed Subscription Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable Enforceability Exceptions. The Purchaser Securities to be issued in connection with the PIPE Investment will be, when issued, duly authorized and, when issued and delivered to the PIPE Investors against full payment therefor in accordance with the terms of each Subscription Agreement, such shares will be validly issued, fully paid and non-assessable. There are no other Contracts between Purchaser and any PIPE Investor relating to any such Subscription Agreement and, as of the date hereofhereof and on the Closing Date, Acquiror Purchaser does not know have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any such Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, satisfied on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror Purchaser under any material term or condition of any such Subscription Agreement and, as of the date hereofhereof and on the Closing Date, Acquiror has no Purchaser does not have reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any such Subscription AgreementAgreement on the Closing Date. The Subscription Agreements contain all of No fees, cash consideration or other discounts are payable or have been agreed to be paid by Purchaser (including, from and after the conditions precedent (other than Closing, the conditions contained in this AgreementCompany and its Subsidiaries) to the obligations any PIPE Investor in respect of the its PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount Investment, except as set forth in the Subscription Agreements on Agreements. The Company shall not enter into any Contract with a PIPE Investor during the terms thereinInterim Period without the prior written consent of the Purchaser, not to be unreasonably withheld, delayed or conditioned.

PIPE Investment. (a) Acquiror has delivered Unless otherwise approved in writing by the Company, neither Parent nor its Affiliates shall permit any amendment or modification to the Company truebe made to, correct and complete copies any waiver (in whole or in part) or provide consent to (including consent to termination), of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into in a manner adverse to the Company or Parent. Parent shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by Acquiror the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and by: (i) satisfying in all material respects on a timely basis all conditions and covenants applicable to Parent in the Subscription Agreements and otherwise complying with its obligations thereunder, (ii) in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates exclusively control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummating the transactions contemplated by the Subscription Agreements at or prior to the Closing; (iii) delivering any required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them, in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at the Closing), to fund their obligations at or prior to or concurrently with the Closing; and (iv) without limiting the Company’s rights to enforce such Subscription Agreements pursuant to Section 10.6, enforcing its rights under the Subscription Agreements in the event that all conditions to the investor’s obligation to fund in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, andAmount, as of the date hereofapplicable, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.in accordance with their terms. 61

PIPE Investment. (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors named thereinInvestors”), pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 150,000,000 (the “PIPE Investment Amount”). To As of the knowledge date hereof, to the Knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is Agreements are in full force and effect and has have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge Knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. Each Subscription Agreement provides that the Company is a third party beneficiary to the extent specified in the Subscription Agreements. There are no side letters or other agreements, side lettersContracts, or arrangements between Acquiror and to which Acquiror, Sponsor (or any Affiliate of Sponsor) or any PIPE Investor that could affect the obligation is party or by which any of such PIPE Investors them is bound relating to contribute to Acquiror the applicable portion of any Subscription Agreement or the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know has no Knowledge of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinthereof. Other than fees payable to the PIPE placement agents pursuant to those engagement letters set forth on Schedule 5.07 of the Acquiror Disclosure Schedules (as in effect as of the date hereof or as hereafter modified with the prior written consent of the Company), no fees, consideration or other discounts are payable or have been agreed by or on behalf of Acquiror or to any PIPE Investor in respect of its PIPE Investment.

PIPE Investment. (a) Acquiror has delivered Parent shall use its commercially reasonable efforts to the Company truetake, correct or cause to be taken, all actions and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereinto do, pursuant or cause to which be done, all things necessary, proper or advisable to arrange and obtain the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating Investment on the Transactions terms set forth in the aggregate amount of not less than $225,000,000 PIPE Documents, including using Parent’s commercially reasonable efforts to (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is i) maintain in full force and effect and has not been withdrawn or terminatedthe PIPE Documents in accordance with the terms thereof, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is (ii) satisfy on a legal, valid and binding obligation of Acquiror and, timely basis all conditions to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of obtaining the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts Documents that are applicable to Parent or circumstances that may reasonably be expected to result in any of its Subsidiaries and within the conditions set forth in control of Parent or any Subscription Agreement not being satisfiedof its Subsidiaries, or and to consummate the PIPE Investment Amount not being available at or prior to Acquirorthe Closing, including using its commercially reasonable efforts to cause the investor parties thereto to fund the PIPE Investment at the Closing, (iii) comply on a timely basis with Parent’s obligations under the Closing DatePIPE Documents and (iv) enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to fully enforce the investors’ obligations (and the rights of Parent) thereunder or assigning the rights of Parent to bring such lawsuits to the Company so as to enable the Company to file such lawsuits against the investors on behalf of Parent. No Parent shall provide the Company with copies of all documents relating to the PIPE Investment and shall give the Company prompt written notice upon becoming aware of (A) any breach or default (or any event has occurred thator circumstance which, with or without notice, lapse of time or both, would constitute could reasonably be expected to give rise to any breach or default) by any party to any of the PIPE Documents, (B) any actual or potential failure to carry out any of the terms of any of the PIPE Documents, (C) any actual or threatened termination or repudiation of any of the PIPE Documents by any party thereto, (D) any material dispute or disagreement between or among any of the parties to any of the PIPE Documents or (E) the occurrence of an event or development that Parent reasonably expects to have a default or breach material and adverse impact on the part ability of Acquiror Parent to obtain all or any portion of the PIPE Investment. Without the prior written consent of the Company, Parent shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, any of the PIPE Documents (including, without limitation, any amendment, modification or waiver that (v) adversely affects the availability of all or any portion of the PIPE Investment, (w) adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to the availability of the PIPE Investment or amends or modifies any of the existing conditions to the funding of the PIPE Investment or (z) adversely impacts the ability of Parent to enforce its rights against the investors under any material term or condition of any Subscription Agreement and, as of the date hereofPIPE Documents), Acquiror has no reason or release or consent to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all the termination of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion investors under any of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinDocuments.

PIPE Investment. (a) Acquiror has delivered SPAC shall take, or use its reasonable best efforts to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to obtain the Company true, correct PIPE Investment and complete copies of each of consummate the transactions contemplated by the Subscription Agreements entered into on the terms described therein, including using its commercially reasonable efforts to (x) comply with its obligations under the Subscription Agreements, (y) in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by Acquiror with their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror SPAC the applicable portion of the PIPE Investment Amount set forth in the applicable Subscription Agreement of such PIPE Investors, and, as of at or prior to Closing. SPAC shall give the date hereof, Acquiror does not know Company prompt written notice upon (i) becoming aware of any facts breach or circumstances that may reasonably be expected default by any party to result in any of the conditions set forth in Subscription Agreements or any termination (or purported termination) of any of the Subscription Agreements, (ii) the receipt of any written notice or other written communication from any party to any Subscription Agreement not being satisfiedwith respect to any actual, potential or the PIPE Investment Amount not being available claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to Acquiror, on the Closing Date. No event has occurred that, with any Subscription Agreement or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason and (iii) if SPAC does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the sources contemplated by the Subscription Agreements on Agreements. SPAC shall not permit, without the terms thereinprior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements.

PIPE Investment. (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of AcquirorPAQC, with respect to each PIPE Investor, the each PIPE Subscription Agreement with such PIPE Investor Investors is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal, termination, amendment or modification in any material respect is contemplated by AcquirorPAQC. Each PIPE Subscription Agreement is a legal, valid and binding obligation of Acquiror PAQC and, to the knowledge of AcquirorPAQC, each none of the execution, delivery or performance of obligations under such PIPE Subscription Agreement by PAQC or, to the knowledge of PAQC, such PIPE Investor, and neither the execution or delivery by violates any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Applicable Laws. There are no other agreements, side letters, or arrangements between Acquiror PAQC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect in any material respect the obligation of such PIPE Investors to contribute to Acquiror PAQC the applicable portion of the PIPE Investment Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror PAQC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the PIPE Investment Financing Amount not being available to AcquirorPAQC, on the Closing Date. No To the knowledge of PAQC, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror PAQC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Acquiror PAQC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to Acquiror PAQC the applicable portion of the PIPE Investment Financing Amount set forth in the PIPE Subscription Agreements on the terms therein.

PIPE Investment. (a) Acquiror FTAC has delivered to the Company true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror FTAC with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 1,300,000,000 (the “PIPE Investment Amount”). To the knowledge of AcquirorFTAC, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended amended, modified or modifiedwaived, in any respect, and no withdrawal, termination, amendment or modification is contemplated by AcquirorFTAC. Each PIPE Subscription Agreement is a legal, valid and binding obligation of Acquiror FTAC and, to the knowledge of AcquirorFTAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement violates or will violate any Laws. The PIPE Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror FTAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror the Company the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreement of such PIPE InvestorsInvestor, and, as of the date hereof, Acquiror FTAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to AcquirorFTAC, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror FTAC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Acquiror FTAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror Company the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreements on the terms therein.

PIPE Investment. (a) Prior to the execution of this Agreement, Acquiror has delivered entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company true, correct and complete copies on or prior to the date of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereinthis Agreement, pursuant to which which, and on the terms and subject to the conditions of which, such PIPE Investors have committed agreed, in connection with the transactions contemplated hereby, to provide equity financing to purchase from Acquiror solely Delaware Class A Shares for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “a PIPE Investment Amount”)Amount of $775,000,000. To Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, with respect to each the applicable PIPE InvestorInvestor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement with such PIPE Investor violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror andor, to the knowledge of Acquiror’s knowledge, each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors Investor to contribute pay to Acquiror the applicable portion of the PIPE Investment Amount set forth in the such Subscription Agreement of such PIPE Investorsas and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror, Acquiror on the Closing Date. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects perform or satisfy, or cause to be performed or satisfied, on a timely basis any condition to closing or material term obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The Subscription Agreements contain all No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the its PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount Investment, except as set forth in the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 100,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respectrespect (other than as has been consented to in writing by the Company and Holdings), and no withdrawal, termination, amendment or modification is contemplated by AcquirorAcquiror as of the date hereof. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of Acquiror’s or, to the knowledge of Acquiror, any partyother Person’s obligations under any such Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that Holdings and the Company are third party beneficiaries of and entitled to enforce the applicable provisions specified therein. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement that could would, individually or in the aggregate, reasonably be expected to affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. Except with the prior written consent of the Company, no Acquiror Party shall permit any material amendment or modification to be made to, or any waiver (ain whole or in part) Acquiror has delivered to the Company trueof any provision or remedy under, correct and complete copies of each of or any replacements of, the Subscription Agreements entered into in a manner adverse to the Company. Acquiror shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions thereof, including maintaining in effect the Subscription Agreements and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of the Closing Notice (as defined in the Subscription Agreements), and (iii) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company, prompt written notice: (A) of any facts breach or circumstances that may reasonably be expected to result in default (or any of the conditions set forth in any Subscription Agreement not being satisfied, event or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to Acquiror; (B) of the part receipt of Acquiror under any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any material term or condition provisions of any Subscription Agreement and, as of the date hereof, Agreement; and (C) if Acquiror has no reason does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror has delivered The Company shall take, or use its commercially reasonable efforts to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to obtain the Company true, correct PIPE Investment and complete copies of each of consummate the transactions contemplated by the Subscription Agreements entered into on the terms described therein, including using its commercially reasonable efforts to (x) comply with its obligations under the Subscription Agreements, (y) in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by Acquiror with their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that SPAC controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror SPAC the applicable portion of the PIPE Investment Amount set forth in the applicable Subscription Agreement of such PIPE Investors, and, as of at or prior to Closing. SPAC shall give the date hereof, Acquiror does not know Company prompt written notice upon (i) becoming aware of any facts breach or circumstances that may reasonably be expected default by any party to result in any of the conditions set forth in Subscription Agreements or any termination (or purported termination) of any of the Subscription Agreements or (ii) the receipt of any written notice or other written communication from any party to any Subscription Agreement not being satisfiedwith respect to any actual, potential or the PIPE Investment Amount not being available claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as or any provisions of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all SPAC shall not permit, without the prior written consent of the conditions precedent Company (other than the conditions contained in this Agreement) such consent not to the obligations be unreasonably withheld, conditioned or delayed), any amendment or modification to be made to, or any waiver of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in any provision or remedy under, or any replacements of, the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror has delivered made available to the Company true, correct and complete copies of each the executed Subscription Agreements, dated as of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereindate hereof, pursuant to which which, and on the terms and subject to the conditions therein, the PIPE Investors have committed agreed to provide equity financing the PIPE Investment to Acquiror solely for purposes in connection with the transactions contemplated by this Agreement. As of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquirordate hereof, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror Acquiror, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The shares to be issued in connection with the PIPE Investment will be, when issued, duly authorized and, when issued and delivered to the knowledge PIPE Investors against full payment therefor in accordance with the terms of Acquiroreach Subscription Agreement, each PIPE Investorsuch shares will be validly issued, fully paid and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Lawsnon-assessable. There are no other agreements, side letters, or arrangements Contracts between Acquiror and any PIPE Investor that could affect the obligation of relating to any such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any such Subscription Agreement not being satisfied, or $240,000,000 (such amount, the “Minimum PIPE Investment Amount Amount”) not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any such Subscription Agreement and, as of the date hereof, Acquiror has no does not have reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any such Subscription Agreement. The Subscription Agreements contain all of No fees, cash consideration or other discounts are payable or have been agreed to be paid by Acquiror (including, from and after the conditions precedent (other than Closing, the conditions contained in this AgreementCompany and its Subsidiaries) to the obligations any PIPE Investor in respect of the its PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount Investment, except as set forth in the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Concurrently with the execution of this Agreement, Acquiror has delivered entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company true, correct and complete copies on or prior to the date of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereinthis Agreement, pursuant to which which, and on the terms and subject to the conditions of which, such PIPE Investors have committed agreed, in connection with the transactions contemplated hereby, to provide equity financing purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To and, to the knowledge of Acquiror, with respect to each the applicable PIPE InvestorInvestor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement with such PIPE Investor violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror andor, to the knowledge of Acquiror’s knowledge, each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors Investor to contribute pay to Acquiror the applicable portion of the PIPE Investment Amount set forth in the such Subscription Agreement of such PIPE Investorsas and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror, Acquiror on the Closing Date. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects perform or satisfy, or cause to be performed or satisfied, on a timely basis any condition to closing or material term obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The Subscription Agreements contain all No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the its PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount Investment, except as set forth in the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror SPAC has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror SPAC with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror SPAC solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 2,500,000,000 (the “PIPE Investment Amount”). To the knowledge of AcquirorSPAC, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by AcquirorSPAC. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror SPAC and, to the knowledge of AcquirorSPAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror SPAC and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror SPAC the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror SPAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to AcquirorSPAC, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror SPAC under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror SPAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror SPAC the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. (a) Acquiror has delivered to BOA and the Company true, correct and complete copies of each shall use their commercially reasonable efforts to satisfy the conditions of the PIPE Investors closing obligations contained in the PIPE Subscription Agreements, and consummate the transactions contemplated thereby. Neither BOA nor the Company shall terminate, or amend or waive in any manner, any PIPE Subscription Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned, other than (i) as expressly provided for by the terms of the PIPE Subscription Agreements entered into or (ii) to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by Acquiror with the applicable PIPE Investors named therein, pursuant to which the terms thereof. Additionally, from the date hereof until the Closing, BOA and the Company may, but shall not be required to, enter into and consummate additional PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions Subscription Agreements with additional PIPE Investors, including in the aggregate amount of not less than $225,000,000 (event that there is an actual or threatened material breach or default by a PIPE Investor under a PIPE Subscription Agreement, or either BOA or the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with Company reasonably believes in good faith that such PIPE Investor otherwise is in full force and effect and has not been withdrawn willing or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is able to consummate the transactions contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation thereby upon the satisfaction of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation conditions of such PIPE Investors to contribute to Acquiror the applicable portion Investor’s closing obligations thereunder, which additional PIPE Subscription Agreements shall become part of the PIPE Investment Amount hereunder; provided, that the terms of such additional PIPE Subscription Agreements shall not, without the Company’s or BOA’s prior written consent, be different than those set forth in the PIPE Subscription Agreement of Agreements. If BOA and the Company seek such additional PIPE InvestorsSubscription Agreements, andBOA and the Company shall, as of and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such additional PIPE Subscription Agreements and use their respective reasonable efforts to cause such additional PIPE Subscription Agreements to be executed and the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected transactions contemplated thereby to result occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by BOA). For avoidance of the conditions set forth doubt, all Company Ordinary Shares issued in any Subscription Agreement not being satisfied, or connection with the PIPE Investment Amount not being available to Acquiror, on shall be issued following the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as consummation of the date hereofCapital Restructuring (and the number of Company Ordinary Shares, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (purchase price per share and other than the conditions contained in this Agreement) to the obligations terms of the PIPE Investors to contribute to Acquiror Subscription Agreement shall not be modified in any way by the applicable portion of Capital Restructuring or the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinConversion Factor).

PIPE Investment. (a) Acquiror has delivered to the Company Parties true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors named thereinInvestors”), pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is Agreements are in full force and effect and has have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that BB is a third-party beneficiary thereof. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Acquiror, that could affect the obligation of such the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE InvestorsAgreements, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement Agreements not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other agreements related to the Transactions) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration or other discounts are payable or have been agreed by Acquiror or any of its Affiliates (including, from and after the Closing, the Surviving Entities and their respective Subsidiaries) to any PIPE Investor in respect of its portion of the PIPE Investment Amount, except as set forth in the Subscription Agreements.

PIPE Investment. (a) Acquiror has delivered Prior to the Company trueexecution of this Agreement, New SEAC has entered into Subscription Agreements with the PIPE Investors, true and correct and complete copies of each which have been provided to LG Parent on or prior to the date of this Agreement, pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase PubCo Common Shares on the terms and subject to the conditions set forth in the Subscription Agreements entered into by Acquiror with Agreements. Each Subscription Agreement is a legal, valid and binding obligation of New SEAC and, to the knowledge of SEAC, the applicable PIPE Investors named thereinInvestor party thereto, pursuant to which and neither the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes execution or delivery thereof by New SEAC nor the performance of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the New SEAC’s or PubCo’s obligations under any such Subscription Agreement with such PIPE Investor violates, or will at the Closing violate, any applicable Law. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror andNew SEAC or, to the knowledge of AcquirorSEAC’s knowledge, each by any PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror SEAC or any of the SEAC Entities and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors Investor to contribute pay to Acquiror New SEAC the applicable portion of the PIPE Investment Amount set forth in the such Subscription Agreement of such PIPE Investorsas and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror and SEAC does not know of any facts fact or circumstances circumstance that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror, New SEAC on the Closing Date. No event has occurred that, that (with or without notice, lapse of time or both, ) would constitute a default or breach on the part of Acquiror New SEAC under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror SEAC has no reason to believe that it New SEAC will be unable to satisfy in all respects perform or satisfy, or cause to be performed or satisfied, on a timely basis any condition to closing or material term obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The Subscription Agreements contain all No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the its PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount Investment, except as set forth in the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors named thereinInvestors”), pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 50,804,090 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, as of the date of this Agreement, the Subscription Agreement with such PIPE Investor is Agreements are in full force and effect and has have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, Investor and neither the execution or delivery by any party thereto thereto, nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. Other than in respect of any Subscription Agreement to which the Company is a party, the Subscription Agreements provide that the Company is a third party beneficiary of and entitled to enforce the applicable provisions specified therein. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement, that could affect the obligation of such the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE InvestorsAgreements, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No representation or warranty pursuant to this Section 5.13 is given with respect to any representation given by a Company Stockholder contained in a Subscription Agreement between any Acquiror and any Company Stockholder. No fees, consideration or other discounts are payable or have been agreed by Acquiror or any of its Subsidiaries (including, from and after the Closing, the Company and its Subsidiaries) to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment. Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (ain whole or in part) Acquiror has delivered or provide consent to the Company true(including consent to termination), correct and complete copies of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into in a manner adverse to Holdings or the Company. Acquiror shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (v) without limiting the Company’s rights to enforce certain of such Subscription Agreements thereunder or pursuant to Section 12.13, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company, prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to Acquiror; (C) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Agreement; and (D) if Acquiror has no reason does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. Acquiror shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the terms thereinPIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror Class A Common Stock or Acquiror Warrants as and when required under any such Subscription Agreements.

PIPE Investment. (a) Acquiror has delivered Each of Parent and Holdco shall use its commercially reasonable efforts to the Company truetake, correct or cause to be taken, all actions and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereinto do, pursuant or cause to which be done, all things necessary, proper or advisable to arrange and obtain the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating Investment on the Transactions terms set forth in the aggregate amount of not less than $225,000,000 PIPE Documents, including using Parent’s and Holdco’s commercially reasonable efforts to (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is i) maintain in full force and effect and has not been withdrawn or terminatedthe PIPE Documents in accordance with the terms thereof, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is (ii) satisfy on a legal, valid and binding obligation of Acquiror and, timely basis all conditions to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of obtaining the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts Documents that are applicable to Holdco or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfiedits Subsidiaries, or and to consummate the PIPE Investment Amount not being available at or prior to Acquirorthe Closing, including using its commercially reasonable efforts to cause the investor parties thereto to fund the PIPE Investment at the Closing, (iii) comply on a timely basis with Holdco’s obligations under the Closing DatePIPE Documents and (iv) enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to fully enforce the investors’ obligations (and the rights of Holdco) thereunder or assigning the rights of Holdco to bring such lawsuits to the Company so as to enable the Company to file such lawsuits against the investors on behalf of Holdco. No Parent and Holdco shall provide the Company with copies of all documents relating to the PIPE Investment and shall give the Company prompt written notice upon becoming aware of (A) any breach or default (or any event has occurred thator circumstance which, with or without notice, lapse of time or both, would constitute could reasonably be expected to give rise to any breach or default) by any party to any of the PIPE Documents, (B) any actual or potential failure to carry out any of the terms of any of the PIPE Documents, (C) any actual or threatened termination or repudiation of any of the PIPE Documents by any party thereto, (D) any material dispute or disagreement between or among any of the parties to any of the PIPE Documents or (E) the occurrence of an event or development that Parent or Holdco expects to have a default or breach material and adverse impact on the part ability of Acquiror Holdco to obtain all or any portion of the PIPE Investment. Parent and Holdco shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the PIPE Investment. Without the prior written consent of the Company, neither Parent nor Holdco shall permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, any of the PIPE Documents (including, without limitation, any amendment, modification or waiver that (v) adversely affects the availability of all or any portion of the PIPE Investment, (w) adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to the availability of the PIPE Investment or amends or modifies any of the existing conditions to the funding of the PIPE Investment or (z) adversely impacts the ability of Holdco to enforce its rights against the investors under any material term or condition of any Subscription Agreement and, as of the date hereofPIPE Documents), Acquiror has no reason or release or consent to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all the termination of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion investors under any of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinDocuments.

PIPE Investment. (a) Acquiror has delivered Except to the extent provided in writing by the Company true(such consent or approval not to be unreasonably withheld, correct and complete copies delayed or conditioned), no Acquiror Party shall permit any amendment or modification to be made to, or any waiver (in whole or in part) of each any provision or remedy under, or any replacements of, any of the Subscription Agreements, where such amendment, modification, waiver or replacement shall cause a detriment to the Company. Acquiror shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements entered into on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply in all material respects with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the Closing Date (as defined in the Subscription Agreements); (iv) deliver notices to counterparties to the Subscription Agreements at least two (2) Business Days prior to the Closing and no later than four (4) Business Days prior to the Acquiror with Stockholders’ Meeting to cause them to fund their obligations no later than one (1) Business Day prior to the date that the Closing is scheduled to occur hereunder and (v) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company, prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to Acquiror; and (C) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of Agreement. Acquiror shall deliver all notices it is required to deliver under the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects Subscription Agreements on a timely basis any condition in order to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of cause the PIPE Investors to contribute to Acquiror the applicable portion of consummate the PIPE Investment Amount set forth in immediately prior to the Subscription Agreements on the terms therein.Closing. 104

PIPE Investment. Unless otherwise approved in writing by the Company, Buyer shall not permit any material amendment or material modification to be made to, or any waiver (in whole or in part) of, any provision or remedy under, or consent to the termination or replacement of, any of the PIPE Subscription Agreements in a manner adverse to the Company. Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements and to: (a) Acquiror has delivered satisfy in all material respects on a timely basis all conditions and covenants applicable to Buyer in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to Closing; (c) deliver notices to counterparties to the Company true, correct and complete copies of each PIPE Subscription Agreements sufficiently in advance of the Closing in accordance with the terms of the PIPE Subscription Agreements; and (d) without limiting the Company’s rights to enforce certain of such PIPE Subscriptions Agreements thereunder or pursuant to Section 12.13, enforce its rights under the PIPE Subscription Agreements entered into in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by Acquiror with their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) Buyer the applicable portion of the PIPE Investment Amount Financing Amount, as applicable, set forth in the PIPE Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Buyer shall give the Company prompt notice (i) of any amendment to any PIPE Subscription Agreement of such PIPE Investors, and, (other than as of the date hereof, Acquiror does not know a result of any facts assignments or circumstances that may reasonably be expected to result in transfers contemplated therein or otherwise permitted thereby); (ii) of any of the conditions set forth in breach or default (or any Subscription Agreement not being satisfied, event or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach default) by any PIPE Investor known to Buyer; (iii) of the receipt of any written notice or other written communication from any PIPE Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; and (iv) if Buyer does not reasonably expect to receive all or any portion of the PIPE Financing Amount on the part of Acquiror terms or in the manner contemplated by the PIPE Subscription Agreements. Buyer shall deliver all notices it is required to deliver under any material term or condition of any the PIPE Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects Agreements on a timely basis any condition in order to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of cause the PIPE Investors to contribute to Acquiror the applicable portion of consummate the PIPE Investment Amount set forth in immediately prior to the Subscription Agreements on the terms thereinClosing.

PIPE Investment. (a) Acquiror has delivered Parent shall use its reasonable best efforts to the Company truetake, correct or cause to be taken, all actions and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereinto do, pursuant or cause to which be done, all things necessary, proper or advisable to arrange and obtain the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating Investment on the Transactions terms set forth in the aggregate amount of not less than $225,000,000 PIPE Documents, including using Parent’s reasonable best efforts to (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is i) maintain in full force and effect and has not been withdrawn or terminatedthe PIPE Documents in accordance with the terms thereof, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is (ii) satisfy on a legal, valid and binding obligation of Acquiror and, timely basis all conditions to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of obtaining the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts Documents that are applicable to Parent or circumstances that may reasonably be expected to result in any of its Subsidiaries and within the conditions set forth in control of Parent or any Subscription Agreement not being satisfiedof its Subsidiaries, or and to consummate the PIPE Investment Amount not being available at or prior to Acquirorthe Closing, including using its reasonable best efforts to cause the investor parties thereto to fund the PIPE Investment at the Closing, (iii) comply on a timely basis with Parent’s obligations under the Closing DatePIPE Documents and (iv) enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to fully enforce the investors’ obligations (and the rights of Parent) thereunder or assigning the rights of Parent to bring such lawsuits to the Company so as to enable the Company to file such lawsuits against the investors on behalf of Parent. No Parent shall provide the Company with copies of all documents relating to the PIPE Investment and shall give the Company prompt written notice upon becoming aware of (A) any breach or default (or any event has occurred thator circumstance which, with or without notice, lapse of time or both, would constitute could reasonably be expected to give rise to any breach or default) by any party to any of the PIPE Documents, (B) any actual or potential failure to carry out any of the terms of any of the PIPE Documents, (C) any actual or threatened termination or repudiation of any of the PIPE Documents by any party thereto, (D) any material dispute or disagreement between or among any of the parties to any of the PIPE Documents or (E) the occurrence of an event or development that Parent reasonably expects to have a default or breach material and adverse impact on the part ability of Acquiror Parent to obtain all or any portion of the PIPE Investment. Without the prior written consent of the Company, Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, any of the PIPE Documents (including, without limitation, any amendment, modification or waiver that (v) adversely affects the availability of all or any portion of the PIPE Investment, (w) adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to the availability of the PIPE Investment or amends or modifies any of the existing conditions to the funding of the PIPE Investment or (z) adversely impacts the ability of Parent to enforce its rights against the investors under any material term or condition of any Subscription Agreement and, as of the date hereofPIPE Documents), Acquiror has no reason or release or consent to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all the termination of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion investors under any of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinDocuments.

PIPE Investment. (a) Acquiror has delivered Investor shall take, or use its reasonable best efforts to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to obtain the Company true, correct PIPE Investment and complete copies of each of consummate the transactions contemplated by the Subscription Agreements entered into on the terms described therein, including using its commercially reasonable efforts to (x) comply with its obligations under the Subscription Agreements, (y) in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that Investor controls the satisfaction of and other than those conditions that by Acquiror with their nature are to be satisfied at Closing), consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; and (z) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements have been satisfied (other than conditions that Investor controls the satisfaction of and other than those conditions that by their nature are to be satisfied at Closing), to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror Investor the applicable portion of the PIPE Investment Amount set forth in the applicable Subscription Agreement of such PIPE Investors, and, as of at or prior to Closing. Investor shall give the date hereof, Acquiror does not know Company prompt written notice upon (i) becoming aware of any facts breach or circumstances that may reasonably be expected default by any party to result in any of the conditions set forth in Subscription Agreements or any termination (or purported termination) of any of the Subscription Agreements, (ii) the receipt of any written notice or other written communication from any party to any Subscription Agreement not being satisfiedwith respect to any actual, potential or the PIPE Investment Amount not being available claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to Acquiror, on the Closing Date. No event has occurred that, with any Subscription Agreement or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason and (iii) if Investor does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount on the terms, in the manner or from the sources contemplated by the Subscription Agreements. Investor shall not permit, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed in respect of any such amendment, modification, waiver or replacement that is not and would not reasonably be expected to be materially adverse to the Company or the ML Parties), any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements; provided that, notwithstanding anything to the contrary in this Agreement or the Subscription Agreement, the Sponsor or any of its Affiliates may, in its sole discretion, contribute an additional PIPE Investment Amount on the same terms and pursuant to the same conditions as set forth in the PIPE Subscription Agreements on Agreement to satisfy the terms thereinAvailable Closing Date Cash condition in accordance with Section 3.2(c)(iv) of this Agreement.

PIPE Investment. Unless otherwise approved in writing by the Company, Buyer shall not permit any amendment or modification to be made to, or any waiver (ain whole or in part) Acquiror has delivered of, any provision or remedy under, or consent to the Company truetermination or replacement of, correct and complete copies of each any of the PIPE Subscription Agreements entered into in a manner adverse to the Company. Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary to consummate the transactions contemplated by Acquiror the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Buyer in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the PIPE Subscription Agreements at or prior to Closing, (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the PIPE Subscription Agreements); (iv) deliver notices to counterparties to the PIPE Subscription Agreements sufficiently in advance of the Closing in accordance with the terms of the PIPE Subscription Agreements; and (iv) without limiting the Company’s rights to enforce certain of such PIPE Subscriptions Agreements thereunder or pursuant to Section 13.13, enforce its rights under the PIPE Subscription Agreements in the event that all conditions in the PIPE Subscription Agreements (other than conditions that Buyer or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) Buyer the applicable portion of the PIPE Investment Amount Financing Amount, as applicable, set forth in the PIPE Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, Buyer shall give the Company prompt notice (A) of any amendment to any PIPE Subscription Agreement of such PIPE Investors, and, (other than as of the date hereof, Acquiror does not know a result of any facts assignments or circumstances that may reasonably be expected to result in transfers contemplated therein or otherwise permitted thereby); (B) of any of the conditions set forth in breach or default (or any Subscription Agreement not being satisfied, event or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach default) by any PIPE Investor known to Buyer; (C) of the receipt of any written notice or other written communication from any PIPE Investor with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; and (D) if Buyer does not reasonably expect to receive all or any portion of the PIPE Financing Amount on the part of Acquiror terms or in the manner contemplated by the PIPE Subscription Agreements. Buyer shall deliver all notices it is required to deliver under any material term or condition of any the PIPE Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects Agreements on a timely basis any condition in order to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of cause the PIPE Investors to contribute to Acquiror the applicable portion of consummate the PIPE Investment Amount set forth in immediately prior to the Subscription Agreements on the terms thereinClosing.

PIPE Investment. (a) Acquiror has delivered Parent shall use its commercially reasonable efforts to the Company truetake, correct or cause to be taken, all actions and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named thereinto do, pursuant or cause to which be done, all things necessary, proper or advisable to arrange and obtain the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating Investment on the Transactions terms set forth in the aggregate amount of not less than $225,000,000 PIPE Documents, including using Parent’s commercially reasonable efforts to (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is i) maintain in full force and effect and has not been withdrawn or terminatedthe PIPE Documents in accordance with the terms thereof, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is (ii) satisfy on a legal, valid and binding obligation of Acquiror and, timely basis all conditions to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of obtaining the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts Documents that are applicable to Parent or circumstances that may reasonably be expected to result in any of its Subsidiaries and within the conditions set forth in control of Parent or any Subscription Agreement not being satisfiedof its Subsidiaries, or and to consummate the PIPE Investment Amount not being available at or prior to Acquirorthe Closing, including using its commercially reasonable efforts to cause the investor parties thereto to fund the PIPE Investment at the Closing, (iii) comply on a timely basis with Parent’s obligations under the Closing DatePIPE Documents and (iv) enforce its rights under the PIPE Documents, including (at the request of the Company and only if Parent and its Subsidiaries have sufficient funds) by filing one or more lawsuits against the investor parties thereto to fully enforce the investors’ obligations (and the rights of Parent) thereunder or assigning the rights of Parent to bring such lawsuits to the Company so as to enable the Company to file such lawsuits against the investors on behalf of Parent. No Parent shall promptly provide the Company with copies of all documents relating to the PIPE Investment and shall give the Company prompt written notice upon becoming aware of (A) any breach or default (or any event has occurred thator circumstance which, with or without notice, lapse of time or both, would constitute could reasonably be expected to give rise to any breach or default) by any party to any of the PIPE Documents, (B) any actual or potential failure to carry out any of the terms of any of the PIPE Documents, (C) any actual or threatened termination or repudiation of any of the PIPE Documents by any party thereto, (D) any material dispute or disagreement between or among any of the parties to any of the PIPE Documents or (E) the occurrence of an event or development that Parent reasonably expects to have a default or breach material and adverse impact on the part ability of Acquiror Parent to obtain all or any portion of the PIPE Investment. Without the prior written consent of the Company, Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, any of the PIPE Documents (including, any amendment, modification or waiver that (v) adversely affects the availability of all or any portion of the PIPE Investment, (w) adversely affects the termination provisions of, or would result in the termination of, any of the PIPE Documents, (x) reduces the aggregate amount of the PIPE Investment, (y) imposes additional conditions precedent to the availability of the PIPE Investment or amends or modifies any of the existing conditions to the funding of the PIPE Investment or (z) adversely impacts the ability of Parent to enforce its rights against the investors under any material term or condition of any Subscription Agreement and, as of the date hereofPIPE Documents), Acquiror has no reason or release or consent to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all the termination of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion investors under any of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinDocuments.

PIPE Investment. (a) The Acquiror has delivered executed Subscription Agreements between the Acquiror and certain investors (the “PIPE Investors”), providing for an aggregate investment by the PIPE Investors of Twenty-Four Million Three Hundred Thousand U.S. Dollars ($24,300,000) (the “PIPE Investment Amount”) for the purchase of Two Million Four Hundred Thirty Thousand (2,430,000) shares of Acquiror Common Stock (the “PIPE Shares”) in connection with a private placement in the Acquiror to be consummated immediately prior to the Company true, correct Closing (the “PIPE Investment”). True and complete original or signed copies of each of the Subscription Agreements entered into have been delivered to Blade on or prior to the date hereof. Each of the Subscription Agreements (a) have been duly authorized, executed and delivered by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is (b) are in full force and effect and has have not been withdrawn or terminatedwithdrawn, terminated or otherwise amended or modified, in any respect, modified (and no such withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is ) and (c) constitute a legal, valid and binding obligation of Acquiror the Acquiror, enforceable against the Acquiror, and, to the knowledge of the Acquiror, each PIPE Investorthe other parties thereto, and neither in accordance with their terms, subject to the execution or delivery by any Enforceability Exceptions. The Subscription Agreements provide that Blade is a third party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Lawsbeneficiary thereof. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Acquiror, that could would reasonably be expected to affect the obligation of such the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE InvestorsAgreements, and, as of the date hereof, subject to the accuracy of each of the representations and warranties made by Blade herein and its compliance with the terms of this Agreement, Acquiror does not know has no knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement Agreements not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this AgreementAgreement and the Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration (other than Acquiror Common Stock issued in connection with the PIPE Investment) or other discounts are payable or have been agreed by Acquiror (including, from and after the Closing, Blade) to any PIPE Investor in respect of its portion of the PIPE Investment.

PIPE Investment. (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 275,000,000 (the “PIPE Investment Amount”). To As of the date hereof, to the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of Acquiror’s (nor to Acquiror’s knowledge, any other party’s ’s) obligations under any such Subscription Agreement violates or will violate any Laws. Without the prior written consent of the Company (which shall not be unreasonably conditioned, withheld, delayed or denied), Acquiror shall not, and shall cause its affiliates not to, amend or modify the Subscription Agreement or waive any rights or conditions in its favor under the Subscription Agreements. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment. Unless otherwise approved in writing by the Company, Parent shall not permit any amendment or modification to be made to, any waiver (ain whole or in part) Acquiror has delivered or provide consent to the Company true(including consent to termination), correct and complete copies of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into in a manner adverse to the Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed). Parent shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by Acquiror the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Parent in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the Scheduled Closing Date (as defined in the Subscription Agreements); (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (v) without limiting the Company’s rights to enforce certain of such Subscription Agreements thereunder, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) Parent the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know Parent shall give the Company, prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to Parent; (C) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason Agreement; and (D) if Parent does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. Parent shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the terms thereinPIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Parent Class A Stock as and when required under any such Subscription Agreements.

PIPE Investment. Unless otherwise approved in writing by Holdings and the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (ain whole or in part) Acquiror has delivered or provide consent to the Company true(including consent to termination), correct and complete copies of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into in a manner adverse to Holdings, Acquiror or the Company. Acquiror shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to Closing; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); (iv) deliver any required notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them, in the event that all conditions to the counterparties’ obligations to fund in the Subscription Agreements are satisfied (other than those conditions that by their nature are to be satisfied at Closing), to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (v) without limiting Holdings’ and the Company’s rights to enforce certain provisions of such Subscription Agreements thereunder or pursuant to Section 13.13, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company prompt written notice: (A) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default reasonably be expected to give rise to any breach or breach on default) by any party to any Subscription Agreement known to Acquiror; (C) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Agreement; and (D) if Acquiror has no reason does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. Acquiror shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause, in the event that all conditions to the counterparties’ obligations to fund in the Subscription Agreements on are satisfied (other than those conditions that by their nature are to be satisfied at Closing), the terms thereinPIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of Acquiror Class A Common Stock as and when required under any such Subscription Agreements.

PIPE Investment. (a) Acquiror has delivered During the Interim Period, each of SPAC and PubCo shall take, or cause to be taken, and Xxxxxxx, Merger Sub, and the Company shall cooperate with each of SPAC and PubCo in the taking of, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the PIPE Investment (i) concurrently with the Closing and (ii) on the terms and subject to the Company trueconditions set forth in the Subscription Agreements, correct including maintaining in effect the Subscription Agreements and complete copies of each to: (A) provide, upon written request, the other Parties with such information and assistance as is reasonably requested in connection with the negotiation, preparation and execution of the Subscription Agreements entered into and the consummation of the PIPE Investment; (B) satisfy on a timely basis all conditions and covenants applicable to such Party in the Subscription Agreements and otherwise comply with its obligations thereunder; (C) in the event that all conditions in the Subscription Agreements (other than those conditions that by Acquiror their nature are to be satisfied at the PIPE Closing (as defined in the Subscription Agreements), but subject to their satisfaction at the PIPE Closing) have been satisfied, consummate the PIPE Investment concurrently with the applicable Closing; (D) confer with the other Parties regarding timing of the PIPE Investors named therein, pursuant Closing; (E) deliver notices to which the PIPE Investors have committed sufficiently in advance of the PIPE Closing to provide equity financing cause them to Acquiror solely for purposes of consummating fund the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To Amount as far in advance of the knowledge of Acquiror, with respect to PIPE Closing as permitted by the Subscription Agreements; and (F) cause each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn to pay to (or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the as directed by) PubCo its applicable portion of the PIPE Investment Amount as set forth in the applicable Subscription Agreement of such PIPE Investors, and, as of and upon the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected terms and subject to result in any of the conditions set forth therein. PubCo shall take all actions required under the Subscription Agreements with respect to the timely issuance and delivery of the PubCo Ordinary Shares issuable in connection with the PIPE Investment, whether in certificate or book-entry form, as and when required under any such Subscription Agreements. To the extent PubCo enters into any Subscription Agreement not being satisfied, Agreements (or any other Contract related to the issuance of any Equity Securities) with respect to the PIPE Investment Amount to which SPAC is not being available a party, PubCo shall provide SPAC with each such Contract prior to Acquiror, on the Closing Date. No event has occurred that, its execution and provide SPAC reasonable time to review and comment thereon and shall consider in good faith any comments from SPAC with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under respect to any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinsuch Contract.

PIPE Investment. Unless otherwise approved in writing by the Company, the Purchaser shall not permit any amendment or modification to be made to, any waiver (ain whole or in part) Acquiror has delivered or provide consent to the Company true(including consent to termination), correct and complete copies of each any provision or remedy under, or any replacements of, any of the Subscription Agreements entered into (which consent or approval shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by Acquiror the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (a) satisfy in all material respects on a timely basis all conditions and covenants applicable to the Purchaser in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that the Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (c) confer with the Company regarding timing of the expected Closing Date (as defined in the Subscription Agreements); (d) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (e) without limiting the Company’s rights to enforce certain of such Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that the Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which pay to (or as directed by) the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror Purchaser the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know the Purchaser shall give the Company, prompt written notice: (a) of any facts breach or circumstances that may reasonably be expected to result in default (or any of the conditions set forth in any Subscription Agreement not being satisfied, event or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to the part Purchaser; (b) of Acquiror under the receipt of any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of Agreement; and (c) if the date hereof, Acquiror has no reason Purchaser does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. The Purchaser shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the terms thereinPIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of the Purchaser Class A Common Stock as and when required under any such Subscription Agreements.

PIPE Investment. Except with the prior written consent of the Company, no Acquiror Party shall permit, enter into, grant, consent to or otherwise effect (a) Acquiror has delivered any amendment, supplement or other modification to be made to, or any waiver (in whole or in part) of any provision or remedy under, or any replacements of, the Subscription Agreements, (b) any side letters or other Contracts, or arrangements to which Acquiror, Sponsor (or any Affiliate of Sponsor) or any PIPE Investor is party or by which any of them is bound relating to any Subscription Agreement or the PIPE Investment, (c) any changes to the Company trueFunding Date (as defined in the Subscription Agreements) other than a date that is on or before three (3) business days prior to the Closing Date, correct or (d) or agree to, any Alternative Settlement Procedures (as defined in the Subscription Agreements). Without limiting anything contained in this Agreement or the Subscription Agreements, Acquiror shall use reasonable best efforts to take, and, as applicable, cause to be taken, all actions and complete copies of each of do, and cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements entered into by on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to (i) satisfy on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of the Closing Notice (as defined in the Subscription Agreements), and (iii) enforce its rights under the Subscription Agreements to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the full PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company prompt written notice: (A) of any facts actual or circumstances that may reasonably be expected to result in anticipatory breach or default (or any of the conditions set forth in any Subscription Agreement not being satisfied, event or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement to the part Knowledge of Acquiror; (B) of the receipt or provision of any written notice or other written notice or other communication to or by Acquiror under or any material term of its Representatives from or condition to any party to any Subscription Agreement pursuant to any such Subscription Agreement or in connection with the transactions contemplated thereby (including with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Agreement); and (C) otherwise if Acquiror has no reason does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. Unless otherwise approved in writing by the Company, no SPAC Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision or remedy under, or any replacements of, any of the Subscription Agreements. SPAC shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (a) Acquiror has delivered satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company true, correct and complete copies of each of SPAC in the Subscription Agreements entered into and otherwise comply with its obligations thereunder, (b) in the event that all conditions in the Subscription Agreements (other than conditions that SPAC or any of its Affiliates control the satisfaction of and other than those conditions that by Acquiror their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (c) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); (d) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Subscription Agreements; and (e) pursuant to ‎Section 12.13, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that SPAC or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) SPAC the applicable portion of the PIPE Investment Amount Amount, as applicable, set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know SPAC shall give the Company, prompt written notice: (i) of any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (ii) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement known to SPAC; (iii) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason Agreement; and (iv) if SPAC does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements. SPAC shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the terms thereinPIPE Investors to consummate the PIPE Investment concurrently with the Closing and shall take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of any physical certificates evidencing the shares of SPAC Class A Common Stock as and when required under any such Subscription Agreements.

PIPE Investment. Altimar shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (a) Acquiror has delivered to the Company true, correct satisfy in all material respects on a timely basis all conditions and complete copies of each of covenants applicable in the Subscription Agreements entered into and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that Altimar or any of its Affiliates control the satisfaction of and other than those conditions that by Acquiror their nature are to be satisfied at the Closing) have been satisfied, as applicable, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; (c) confer with Fathom regarding the timing of the Closing Date (as defined in the Subscription Agreements); (d) deliver closing notices to the respective counterparties to the Subscription Agreements at least six (6) Business Days prior to the expected Closing to cause them to fund their obligations at least two (2) Business Days prior to the date that the Closing is expected to occur hereunder and (e) without limiting Fathom’s enforcement thereunder or pursuant Section 13.13, enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Altimar or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant investors to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror as directed by) Altimar the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreement of such PIPE InvestorsAgreements, andin each case, as in accordance with their respective terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know of Altimar shall give Fathom, prompt written notice: (i) prior to any facts or circumstances that may reasonably be expected amendment to result in any of the conditions set forth in any Subscription Agreement not being satisfied, (other than as a result of any assignments or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No transfers contemplated therein or otherwise permitted thereby); (ii) of any breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by the part counterparty to any PIPE Subscription Agreement known to Altimar; (iii) of Acquiror under any material term or condition the receipt of any written notice or other written communication from any party with respect to any actual or threatened (in writing) or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of any PIPE Subscription Agreement and, as or any provisions of the date hereof, Acquiror has no reason such agreements; and (iv) if Altimar does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the persons contemplated by the applicable agreements. Altimar shall deliver all notices it is required to deliver under the Subscription Agreements on a timely basis in order to cause the terms thereinapplicable investors to consummate the transactions contemplated thereunder concurrently with the Closing and shall use reasonable best efforts to take all actions required under any Subscription Agreements with respect to the timely issuance and delivery of evidence of the issuance of the Class A Common Stock in book entry form.

PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser shall use reasonable commercial efforts to enter into and consummate subscription agreements (aeach a “Subscription Agreement” and collectively, the “Subscription Agreements”) Acquiror has delivered with certain investors (each a “PIPE Investor” and collectively, the “PIPE Investors”) relating to a private equity investment in Purchaser to purchase shares of Purchaser in connection with a private placement, or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to the Company and Purchaser, acting reasonably (a “PIPE Investment”), and Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective reasonable commercial efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). If the Purchaser elects to seek such additional Subscription Agreements, the Purchaser shall use its reasonable commercial efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. The Purchaser shall not terminate, or amend or waive in any manner materially adverse to the Purchaser, any Subscription Agreement without the Company’s prior written Consent (not to be unreasonably withheld, delayed or conditioned), other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of the Purchaser and, as applicable, the Company, shall, and shall cause its Affiliates to, use reasonable commercial efforts to avoid being in breach or default under the Subscription Agreements. Additionally, during the Interim Period, the Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription 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 in existing Subscription Agreements. If the Purchaser elects to seek such additional Subscription Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription 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 Subscription Agreements and use their respective reasonable commercial efforts to cause such additional 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 the Purchaser). The Purchaser will deliver to the Company true, correct and complete copies of each of the executed Subscription Agreements Agreement entered into by Acquiror with the applicable Purchaser and any other Contracts between the Purchaser and PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE InvestorsInvestor. As of the Signing Date and on the Closing Date, each such executed Subscription Agreement is in full force and effect and is a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable Enforceability Exceptions. The Purchaser Securities to be issued in connection with the PIPE Investment will be, when issued, duly authorized and, when issued and delivered to the PIPE Investors against full payment therefor in accordance with the terms of each Subscription Agreement, such shares will be validly issued, fully paid and non-assessable. There are no other Contracts between Purchaser and any PIPE Investor relating to any such Subscription Agreement and, as of the date hereofSigning Date and on the Closing Date, Acquiror Purchaser does not know have actual knowledge of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any such Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, satisfied on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror Purchaser under any material term or condition of any such Subscription Agreement and, as of the date hereofSigning Date and on the Closing Date, Acquiror has no Purchaser does not have reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any such Subscription AgreementAgreement on the Closing Date. The Subscription Agreements contain all of No fees, cash consideration or other discounts are payable or have been agreed to be paid by Purchaser (including, from and after the conditions precedent (other than Closing, the conditions contained in this AgreementCompany and its Subsidiaries) to the obligations any PIPE Investor in respect of the its PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount Investment, except as set forth in the Subscription Agreements on Agreements. The Company shall not enter into any Contract with a PIPE Investor during the terms thereinInterim Period without the prior written Consent of the Purchaser, not to be unreasonably withheld, delayed or conditioned.

PIPE Investment. Except with the prior written consent of the Company in respect of each instance, no Acquiror Party shall permit, enter into, grant, consent to or otherwise effect (a) Acquiror has delivered any amendment, supplement or other modification to the Company truebe made to, correct and complete copies or any waiver (in whole or in part) of each any provision or remedy under, or any replacements of the Subscription Agreements, (b) any side letters or other Contracts, or arrangements to which Acquiror, Sponsor (or any Affiliate of Sponsor), or any PIPE Investor is party or by which any of them is bound relating to any Subscription Agreement, the PIPE Investment or the transactions contemplated by any of them, (c) any changes to the “Closing Date” (as defined in the Subscription Agreements) other than a date that is on or before three (3) Business Days prior to the Closing Date, or (d) or agree to, any alternative settlement procedures pursuant to Section 2(b) of the Subscription Agreements. Without limiting anything contained in this Agreement or the Subscription Agreements, Acquiror shall take, and, as applicable, cause to be taken, all actions and use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements entered into by on the respective terms and subject to the conditions described therein, including maintaining in effect the Subscription Agreements and to (i) satisfy on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of the Closing Notice (as defined in the Subscription Agreements), and (iii) enforce its rights under the Subscription Agreements subject to all the provisions thereof to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the full PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as Agreements in accordance with their terms. Without limiting the generality of the date hereofforegoing, Acquiror does not know shall give the Company prompt written notice: (A) of any facts actual breach or circumstances that may reasonably be expected to result in default (or any of the conditions set forth in any Subscription Agreement not being satisfied, event or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default could give rise to any breach or breach on default) by any party to any Subscription Agreement to the part Knowledge of Acquiror; (B) of the receipt or provision of any written notice or other written communication to or by Acquiror under or any material term of its Representatives from or condition to any party to any Subscription Agreement pursuant to any such Subscription Agreement, including with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of any provisions of any Subscription Agreement and, as of the date hereof, Agreement; and (C) otherwise if Acquiror has no reason does not expect to believe that it will be unable to satisfy in receive all respects on a timely basis or any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements on the terms thereinAgreements.

PIPE Investment. (a) Acquiror has delivered to Unless otherwise approved in writing by the Company true(which approval shall not be unreasonably withheld, correct and complete copies of each conditioned or delayed), Acquiror shall not 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 termination), any provision or remedy under, or any replacements of, any of the Subscription Agreements, except for any such actions that would not increase conditionality or impose any new obligation on the Company or Acquiror, reduce the Minimum PIPE Investment Amount, reduce or impair the rights of Acquiror under any Subscription Agreement or otherwise adversely affect any rights of Acquiror or the Company under any Subscription Agreement and except for any assignment or transfer contemplated in or expressly permitted by any Subscription Agreement (without any further amendment, modification or waiver to such assignment or transfer provision). Subject to the immediately preceding sentence, Acquiror shall use its commercially reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Subscription Agreements entered into in all material respects on the terms and conditions described therein, including using its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply in all material respects with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; and (iii) enforce its rights under the Subscription Agreements, in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror with or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed pay to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to as directed by) Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, andAmount, as of the date hereofapplicable, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.in accordance with their terms. 90

PIPE Investment. From the date of this Agreement until the earlier of the termination of this Agreement and the Arrangement Effective Time, SEAC shall use its reasonable best efforts, and LG Parent and StudioCo shall fully cooperate with it in such efforts (a) Acquiror has delivered to do, or cause to be done, all things necessary, proper or advisable to consummate the Company true, correct and complete copies of each of transactions contemplated by the Subscription Agreements entered into by Acquiror (including maintaining in effect such Subscription Agreements) and (b) to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to PubCo in such Subscription Agreements and otherwise comply with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions its obligations thereunder and (ii) in the aggregate amount of not less event that all conditions in such Subscription Agreements (other than $225,000,000 (conditions that are waived by PubCo or those conditions that by their nature are to be satisfied at the “PIPE Investment Amount”). To Closing) have been satisfied, consummate the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is transactions contemplated by Acquirorsuch Subscription Agreements at or prior to Closing. Each Subscription Agreement is a legalWithout limiting the generality of the foregoing, valid and binding obligation of Acquiror SEAC and, to if applicable, LG Parent shall give the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance other Parties prompt written notice: (A) of any party’s obligations under breach or default (or any such Subscription Agreement violates event or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred circumstance that, with or without notice, lapse of time or both, would constitute a default give rise to any breach or breach on default) by any party to any Subscription Agreement known to it; (B) of the part receipt of Acquiror under any material term written notice or condition other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing Agreement; and (C) if such Party does not expect New SEAC (or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementits successor) to the obligations of the PIPE Investors to contribute to Acquiror the applicable receive all or any portion of the PIPE Investment Amount set forth on the terms, in the manner or from the PIPE Investors contemplated by the Subscription Agreements. The Parties agree that from the date of this Agreement until the earlier of the termination of this Agreement and the Closing, New SEAC may execute Discounted Non-Redemption Agreements or additional Subscription Agreements on the terms thereinwith equity investors as mutually agreed to by LG Parent and SEAC (each acting in its sole discretion).

PIPE Investment. (a) Acquiror FTAC has delivered to the Company true, correct and complete copies of each of the PIPE Subscription Agreements entered into by Acquiror FTAC with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 1,300,000,000 (the “PIPE Investment Amount”). To the knowledge of AcquirorFTAC, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended amended, modified or modifiedwaived, in any respect, and no withdrawal, termination, amendment or modification is contemplated by AcquirorFTAC. Each PIPE Subscription Agreement is a legal, valid and binding obligation of Acquiror FTAC and, to the knowledge of AcquirorFTAC, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement violates or will violate any Laws. The PIPE Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror FTAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to Acquiror the Company the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreement of such PIPE InvestorsInvestor, and, as of the date hereofOriginal Execution Date, Acquiror FTAC does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to AcquirorFTAC, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror FTAC under any material term or condition of any PIPE Subscription Agreement and, as of the date hereofOriginal Execution Date, Acquiror FTAC has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to of closing or material term to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreementthe other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror Company the applicable portion of the PIPE Investment Amount set forth in the PIPE Subscription Agreements on the terms therein.

PIPE Investment. Unless otherwise approved in writing by Wejo, VOSO shall not permit any amendment or modification to be made to, or any waiver (in whole or in part) or provide consent to (including consent to termination) of any provision or remedy under, or any replacements of, any of the Subscription Agreements. VOSO and Limited shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis all conditions and covenants applicable in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that VOSO or any condition to closing or material term of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, as applicable, consummate transactions contemplated by it contained in any Subscription Agreement. The the Subscription Agreements contain all at or prior to Closing; (c) confer with Wejo regarding timing of the Transaction Closing Date (as defined in the Subscription Agreements); (d) deliver notices to the respective counterparties to the Subscription Agreements at least five (5) Business Days prior to the Closing to cause them to fund their obligations at least three (3) Business Days prior to the date that the Closing is scheduled to occur hereunder and (e) without limiting Wejo’s enforcement thereunder or pursuant Section 12.13, enforce its rights under the Subscription Agreements in the event that all conditions precedent in the Subscription Agreements (other than conditions that VOSO, Limited or any of their respective Affiliates control the satisfaction of and other than those conditions contained in this Agreementthat by their nature are to be satisfied at the Closing) have been satisfied, to cause the obligations of the PIPE Investors applicable investors to contribute pay to Acquiror (or as directed by) VOSO the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the foregoing, VOSO shall give Wejo, prompt (and, in any event within one (1) Business Day) written notice: (i) prior to any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (ii) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to VOSO; (iii) of the receipt of any written notice or other written communication from any party with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of any Subscription Agreement or any provisions of such agreements; and (iv) if VOSO does not expect to receive all or any portion of the PIPE Investment Amount on the terms thereinterms, in the manner or from the persons contemplated by the applicable agreements. VOSO and Limited shall deliver all notices they are required to deliver under the Subscription Agreements on a timely basis in order to cause the applicable investors to consummate the transactions contemplated thereunder concurrently with the Closing, and Limited shall take all actions required under any Subscription Agreements with respect to the timely issuance and registration of shares in book entry form as and when required thereunder or under side letters thereto.

PIPE Investment. Without limiting anything to the contrary contained herein, during the Interim Period, Purchaser may enter into and consummate subscription agreements with investors relating to a private equity investment in Purchaser to purchase shares to be issued by Purchaser in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to the Company and Purchaser, acting reasonably (aa “PIPE Investment”), and Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). Purchaser shall use its reasonable best efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and consummate the transactions contemplated thereby. Purchaser shall not terminate, or amend or waive in any manner materially adverse to Purchaser, any Subscription Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), other than (i) Acquiror has delivered as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements. Each of 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 Subscription Agreements. Additionally, during the Interim Period, Purchaser may, but shall not be required to, enter into and consummate additional Subscription Agreements with additional PIPE Investors, including in the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, which additional Subscription Agreements shall become part of the PIPE Investment hereunder; provided, that the terms of such additional Subscription Agreements shall not, without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned), be materially worse to Purchaser or the Company than those set forth in existing Subscription Agreements. If Purchaser elects to seek such additional Subscription Agreements (with, solely with respect to any additional Subscription Agreements containing terms that are substantially different from the terms of Subscription Agreements then in effect, the Company’s prior written consent, not to be unreasonably withheld, delayed or conditioned), 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 Subscription Agreements and use their respective reasonable efforts to cause such additional 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 Purchaser). Purchaser will deliver to the Company true, correct and complete copies of each of the Subscription Agreements Agreement entered into by Acquiror with the applicable Purchaser and any other Contracts between Purchaser and PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the Purchaser their applicable portion of the aggregate gross proceeds of the PIPE Investment Amount as set forth in the Subscription Agreement of such PIPE InvestorsInvestor. The Company shall not enter into any Contract with a PIPE Investor during the Interim Period without the prior written consent of Purchaser, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms thereinunreasonably withheld, delayed or conditioned.