Common use of Amendments to the Original Agreement Clause in Contracts

Amendments to the Original Agreement. Section 1.1 is hereby amended by adding the following new definitions in the proper alphabetical order therein: "Eighth Amendment" means that certain Eighth Amendment dated as of November 8, 2000 among the Borrower, the Majority Lenders, the Administrative Agent and the other Credit Parties. The definition of "Applicable Margin" in Section 1.1 is hereby amended by replacing it in its entirety with the following new definition: "Applicable Margin" means, with respect to any Loan, the amount set forth below which corresponds to the Fixed Charge Coverage Ratio set forth below for the twelve consecutive fiscal months of the Parent ended with the most recent fiscal month of the Parent for which the Administrative Agent receives the financial statements and Fixed Charge Coverage Ratio Certificate required below, determined and adjusted as provided herein. On the "Effective Date" of the Eighth Amendment (as defined therein) and thereafter until the first day of the first full calendar month after the delivery to the Administrative Agent of the financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) as at the end of and for the fiscal month of the Parent ended October 28, 2000, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve consecutive fiscal months ended on such date, the Applicable Margin for LIBOR Rate Loans shall be 2.25% and the Applicable Margin for Base Rate Loans shall be 0.625% and each shall thereafter be adjusted after each delivery to the Administrative Agent of the monthly financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) for each fiscal month of the Parent, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve fiscal months ending on the last day of such fiscal month, which Fixed Charge Coverage Ratio Certificate demonstrates that the Fixed Charge Coverage Ratio indicated below for any such adjustment has been achieved, each such adjustment to be effective on the first day of the first full calendar month after the latest date on which each such delivery is required hereunder. Fixed Charge Applicable Margin Coverage Applicable Margin for for Ratio LIBOR Rate Loans Base Rate Loans ----- ---------------- --------------- Equal to or greater than 1.50 to 1.00 1.50% Zero (0) Equal to or greater than 1.20 to 1.00 but less 1.75% .125% than 1.50 to 1.00 Equal to or greater than 1.00 to 1.00 but less 2.00% .375% than 1.20 to 1.00 Less than 1.00 to 1.00 2.25% .625% Notwithstanding anything in this definition to the contrary, (i) in the event that the Administrative Agent shall fail to receive any such financial statements and the related Fixed Charge Coverage Ratio Certificate for any fiscal month of the Parent within thirty (30) days following the end of such fiscal month (within forty-five (45) days following the end of such fiscal month if such fiscal month is the last fiscal month of any fiscal quarter), then the Applicable Margin shall, at the end of such thirtieth or forty-fifth day, as appropriate, immediately and without notice or further action be the highest Applicable Margin provided herein (such Applicable Margin to be in effect until the first day of the first full calendar month after the Administrative Agent receives the financial statements of the Parent and its Subsidiaries required under Section 7.2(b) for the most recent fiscal month of the Parent, and the related Fixed Charge Coverage Ratio Certificate); and (ii) in the event that, with respect to any twelve consecutive fiscal months of the Parent which shall be a Fiscal Year, the audited financial statements of the Parent and its Subsidiaries required under Section 7.2(a) for such Fiscal Year shall indicate the Fixed Charge Coverage Ratio for such twelve consecutive fiscal months (as determined by the Administrative Agent) was less than that reflected in the Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent for such twelve consecutive fiscal months, the Applicable Margin shall be adjusted retroactively (to the effective date of the Applicable Margin which was determined based upon the delivery of such Fixed Charge Coverage Ratio Certificate and the related monthly financial statements of the Parent and its Subsidiaries delivered pursuant to Section 7.2(b) for the twelfth month of such twelve consecutive fiscal months) to reflect an Applicable Margin based upon the Fixed Charge Coverage Ratio determined from the audited financial statements and the Borrower shall make payments to the Administrative Agent on behalf of the Lenders to reflect such adjustment.

Amendments to the Original Agreement. (a) The first sentence of Section 1.1 1.4(a)(iii) of the Original Agreement is hereby amended by adding the following new definitions in the proper alphabetical order therein: "Eighth Amendment" means that certain Eighth Amendment dated as of November 8, 2000 among the Borrower, the Majority Lenders, the Administrative Agent and the other Credit Parties. The definition of "Applicable Margin" in Section 1.1 is hereby amended by replacing it restated in its entirety as follows: (iii) If the Corporation fails to make interest or principal payments (A) under the Credit Agreement or (B) the Senior Secured Notes Indenture, in each case in accordance with the following new definition: terms thereof (a "Applicable Margin" meansPayment Default"), with respect to any Loan, on the date of such Payment Default the Corporation shall notify each Purchaser of the amount set forth below which corresponds of funds necessary to the Fixed Charge Coverage Ratio set forth below for the twelve consecutive fiscal months of the Parent ended with the most recent fiscal month of the Parent for which the Administrative Agent receives the financial statements and Fixed Charge Coverage Ratio Certificate required below, determined and adjusted as provided herein. On cure such Payment Default (the "Effective Date" of the Eighth Amendment (as defined thereinPayment Default Amount") and thereafter until the first day number of shares of Series B Preferred Stock required to be issued by the first full calendar month after Corporation and purchased by the Purchasers on the date which is no later than five (5) Business Days following the date of delivery of such notification (the date of each such purchase a "Payment Default Settlement Date"; and the aggregate shares of Series B Preferred Stock to the Administrative Agent of the financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) as at the end of and for the fiscal month of the Parent ended October 28, 2000, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve consecutive fiscal months ended be purchased on such date, the Applicable Margin for LIBOR Rate Loans shall be 2.25% and the Applicable Margin for Base Rate Loans shall be 0.625% and each shall thereafter be adjusted after each delivery to the Administrative Agent "Payment Default Shares")." (b) Section 1.8 of the monthly financial statements Original Agreement is amended and restated in its entirety as follows: "The obligations of each Purchaser hereunder shall automatically terminate without further action from any party hereto on the earlier of (a) the date such Purchaser purchases an aggregate amount of shares of Series B Preferred Stock hereunder equal to its Maximum Share Amount; (b) the date the obligations (other than contingent obligations and liabilities) of the Parent and its Subsidiaries required pursuant to Section 7.2(b) for each fiscal month of the Parent, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve fiscal months ending on the last day of such fiscal month, which Fixed Charge Coverage Ratio Certificate demonstrates that the Fixed Charge Coverage Ratio indicated below for any such adjustment has been achieved, each such adjustment to be effective on the first day of the first full calendar month after the latest date on which each such delivery is required hereunder. Fixed Charge Applicable Margin Coverage Applicable Margin for for Ratio LIBOR Rate Loans Base Rate Loans ----- ---------------- --------------- Equal to or greater than 1.50 to 1.00 1.50% Zero (0) Equal to or greater than 1.20 to 1.00 but less 1.75% .125% than 1.50 to 1.00 Equal to or greater than 1.00 to 1.00 but less 2.00% .375% than 1.20 to 1.00 Less than 1.00 to 1.00 2.25% .625% Notwithstanding anything in this definition to the contrary, Corporation under (i) in the event that the Administrative Agent shall fail to receive any such financial statements and the related Fixed Charge Coverage Ratio Certificate for any fiscal month of the Parent within thirty (30) days following the end of such fiscal month (within forty-five (45) days following the end of such fiscal month if such fiscal month is the last fiscal month of any fiscal quarter), then the Applicable Margin shall, at the end of such thirtieth or forty-fifth day, as appropriate, immediately and without notice or further action be the highest Applicable Margin provided herein (such Applicable Margin to be in effect until the first day of the first full calendar month after the Administrative Agent receives the financial statements of the Parent and its Subsidiaries required under Section 7.2(b) for the most recent fiscal month of the Parent, and the related Fixed Charge Coverage Ratio Certificate); Credit Agreement and (ii) in the event thatIndenture dated as of May 11, with respect to any twelve consecutive fiscal months 1998, among the Corporation and certain of its subsidiaries and PNC Bank, National Association as trustee (as amended), are terminated; and (c) after the obligations (other than contingent obligations and liabilities) of the Parent which shall be a Fiscal YearCorporation under the Credit Agreement are terminated, the audited financial statements date the holders representing a majority of the Parent Corporation's then outstanding 10% Senior Notes due 2008 agree to release the Corporation and its Subsidiaries required under Section 7.2(a) for such Fiscal Year shall indicate the Fixed Charge Coverage Ratio for such twelve consecutive fiscal months (as determined by the Administrative Agent) was less than that reflected in the Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent for such twelve consecutive fiscal months, the Applicable Margin shall be adjusted retroactively (to the effective date of the Applicable Margin which was determined based upon the delivery of such Fixed Charge Coverage Ratio Certificate and the related monthly financial statements of the Parent and its Subsidiaries delivered pursuant to Section 7.2(b) for the twelfth month of such twelve consecutive fiscal months) to reflect an Applicable Margin based upon the Fixed Charge Coverage Ratio determined each Purchaser from the audited financial statements and the Borrower shall make payments to the Administrative Agent on behalf of the Lenders to reflect such adjustmenttheir respective obligations hereunder."

Amendments to the Original Agreement. The Original Agreement is amended as follows: A. The first sentence of the first paragraph of Section 1.1 1 of the Original Agreement is hereby amended by adding the following new definitions in the proper alphabetical order therein: "Eighth Amendment" means that certain Eighth Amendment dated as of November 8, 2000 among the Borrower, the Majority Lenders, the Administrative Agent deleted and the other Credit Parties. The definition of "Applicable Margin" in Section 1.1 is hereby amended by replacing it replaced in its entirety with the following following: “The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $376,250,160 (the “Securities”), which includes, for the avoidance of doubt, the shares of Common Stock having an aggregate gross sales price of $151,250,160 sold by the Company prior to 4:00 p.m. (eastern time) on January 24, 2023 pursuant to the prospectus supplement filed by the Company with the Commission (as defined below) on August 6, 2021.” B. The last sentence of the first paragraph of Section 1 of the Original Agreement is hereby amended to replace “and declared effective by” with “and which became effective upon filing with”. C. The first sentence of the second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3ASR (File No. 333-269386), including a base prospectus, relating to certain securities, including the Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”).” D. The third paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 5(a)(40) at any time when the Company is required to make such representations pursuant to Section 7(o), the Company shall file a new definition: "Applicable Margin" means, registration statement with respect to any Loanadditional Securities necessary to complete the sale of the Maximum Amount and shall use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such new registration statement and the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Securities or such other relevant action that occurred prior to the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3ASR (File No. 333-269386), including a base prospectus, relating to certain securities, including the Securities, including all documents incorporated by reference therein.” E. The fourth paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “The Company has also entered into separate equity distribution agreements (collectively, the amount set forth below which corresponds “Alternative Distribution Agreements”), each dated as of August 6, 2021, as amended by an Amendment No. 1 to each of the Fixed Charge Coverage Ratio set forth below separate equity distribution agreements, each dated as of January 24, 2023, with the parties listed on Appendix A attached hereto (collectively, the “Alternative Placement Agents”), for the twelve consecutive fiscal months issuance and sale from time to time of the Parent ended with Securities to or through the most recent fiscal month Alternative Placement Agents. The aggregate amount of shares of Common Stock that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. F. The representation in Section 5(a)(22) of the Parent for which the Administrative Agent receives the financial statements and Fixed Charge Coverage Ratio Certificate required below, determined and adjusted Original Agreement is hereby amended to replace “2020” with “2021”. G. A new Section 5(a)(40) is hereby added to read as provided herein. On the "Effective Date" of the Eighth Amendment (as defined therein) and thereafter until the first day of the first full calendar month after the delivery to the Administrative Agent of the financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) as at the end of and for the fiscal month of the Parent ended October 28, 2000, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve consecutive fiscal months ended on such date, the Applicable Margin for LIBOR Rate Loans shall be 2.25% and the Applicable Margin for Base Rate Loans shall be 0.625% and each shall thereafter be adjusted after each delivery to the Administrative Agent of the monthly financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) for each fiscal month of the Parent, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve fiscal months ending on the last day of such fiscal month, which Fixed Charge Coverage Ratio Certificate demonstrates that the Fixed Charge Coverage Ratio indicated below for any such adjustment has been achieved, each such adjustment to be effective on the first day of the first full calendar month after the latest date on which each such delivery is required hereunder. Fixed Charge Applicable Margin Coverage Applicable Margin for for Ratio LIBOR Rate Loans Base Rate Loans ----- ---------------- --------------- Equal to or greater than 1.50 to 1.00 1.50% Zero (0) Equal to or greater than 1.20 to 1.00 but less 1.75% .125% than 1.50 to 1.00 Equal to or greater than 1.00 to 1.00 but less 2.00% .375% than 1.20 to 1.00 Less than 1.00 to 1.00 2.25% .625% Notwithstanding anything in this definition to the contrary, (i) in the event that the Administrative Agent shall fail to receive any such financial statements and the related Fixed Charge Coverage Ratio Certificate for any fiscal month of the Parent within thirty (30) days following the end of such fiscal month (within forty-five (45) days following the end of such fiscal month if such fiscal month is the last fiscal month of any fiscal quarter), then the Applicable Margin shall, at the end of such thirtieth or forty-fifth day, as appropriate, immediately and without notice or further action be the highest Applicable Margin provided herein (such Applicable Margin to be in effect until the first day of the first full calendar month after the Administrative Agent receives the financial statements of the Parent and its Subsidiaries required under Section 7.2(b) for the most recent fiscal month of the Parent, and the related Fixed Charge Coverage Ratio Certificate); and (ii) in the event that, with respect to any twelve consecutive fiscal months of the Parent which shall be a Fiscal Year, the audited financial statements of the Parent and its Subsidiaries required under Section 7.2(a) for such Fiscal Year shall indicate the Fixed Charge Coverage Ratio for such twelve consecutive fiscal months (as determined by the Administrative Agent) was less than that reflected in the Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent for such twelve consecutive fiscal months, the Applicable Margin shall be adjusted retroactively (to the effective date of the Applicable Margin which was determined based upon the delivery of such Fixed Charge Coverage Ratio Certificate and the related monthly financial statements of the Parent and its Subsidiaries delivered pursuant to Section 7.2(b) for the twelfth month of such twelve consecutive fiscal months) to reflect an Applicable Margin based upon the Fixed Charge Coverage Ratio determined from the audited financial statements and the Borrower shall make payments to the Administrative Agent on behalf of the Lenders to reflect such adjustment.follows:

Amendments to the Original Agreement. The Parties hereby agree to the following amendments to the Original Agreement: (a) Clause (a) of Section 1.1 5 of the Original Agreement is hereby amended by adding the following new definitions sentence at the end of the Section: “Notwithstanding anything in this Letter Agreement to the proper alphabetical order therein: "Eighth Amendment" means contrary, each Insider hereby agrees that commencing from and after the closing of a Business Combination, in lieu of the restrictions on transfer set forth in Section 5 of this Letter Agreement, which provisions shall not apply to the Insiders after the Closing, such Insider and the Founder Shares owned by such Insider shall instead be bound by that certain Eighth Amendment Lock-Up Agreement, dated as of November 8[ ], 2000 2023, by and among the BorrowerCompany, Veea and such Insider, including, without limitation, the Majority Lendersrestrictions on transfer set forth therein.” (b) The defined terms in this Amendment, including in the Administrative Agent preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Letter Agreement as if they were set forth herein. (c) Each Insider hereby waives (and agrees to execute such documents or certificates evidencing such waiver as the Company and/or Veea may reasonably request) any adjustment to the conversion ratio set forth in the amended and restated memorandum and articles of association of the Company or any other Credit Parties. The definition of "Applicable Margin" in Section 1.1 is hereby amended by replacing it in its entirety with the following new definition: "Applicable Margin" means, anti-dilution or similar protection with respect to the Plum Class B Shares and the Plum Class A Shares (whether resulting from the transactions contemplated hereby, by the Business Combination Agreement or any LoanTransaction Document or by any other transaction consummated in connection with the transactions contemplated hereby and thereby). (d) The parties hereby agree that, from and after the Closing, the amount set forth below terms “Ordinary Shares,” “Founder Shares,” and “Public Shares,” as used in the Letter Agreement, shall include any and all New Plum Common Shares into which corresponds any such Ordinary Shares shall convert in the Domestication (and any other securities of the Company or any successor entity issued in consideration thereof, including as a result of a stock split, dividend or distribution, or in exchange for, any of such securities). (e) Any reference to the Fixed Charge Coverage Ratio set forth below for the twelve consecutive fiscal months of the Parent ended term “including” (and with the most recent fiscal month of the Parent for which the Administrative Agent receives the financial statements and Fixed Charge Coverage Ratio Certificate required below, determined and adjusted as provided herein. On the "Effective Date" of the Eighth Amendment (as defined therein) and thereafter until the first day of the first full calendar month after the delivery to the Administrative Agent of the financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) as at the end of and for the fiscal month of the Parent ended October 28, 2000, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve consecutive fiscal months ended on such date, the Applicable Margin for LIBOR Rate Loans shall be 2.25% and the Applicable Margin for Base Rate Loans shall be 0.625% and each shall thereafter be adjusted after each delivery to the Administrative Agent of the monthly financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) for each fiscal month of the Parent, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve fiscal months ending on the last day of such fiscal month, which Fixed Charge Coverage Ratio Certificate demonstrates that the Fixed Charge Coverage Ratio indicated below for any such adjustment has been achieved, each such adjustment to be effective on the first day of the first full calendar month after the latest date on which each such delivery is required hereunder. Fixed Charge Applicable Margin Coverage Applicable Margin for for Ratio LIBOR Rate Loans Base Rate Loans ----- ---------------- --------------- Equal to or greater than 1.50 to 1.00 1.50% Zero (0) Equal to or greater than 1.20 to 1.00 but less 1.75% .125% than 1.50 to 1.00 Equal to or greater than 1.00 to 1.00 but less 2.00% .375% than 1.20 to 1.00 Less than 1.00 to 1.00 2.25% .625% Notwithstanding anything in this definition to the contrary, (icorrelative meaning “include”) in the event that Letter Agreement means including without limiting the Administrative Agent shall fail to receive any such financial statements and the related Fixed Charge Coverage Ratio Certificate for any fiscal month of the Parent within thirty (30) days following the end of such fiscal month (within forty-five (45) days following the end of such fiscal month if such fiscal month is the last fiscal month generality of any fiscal quarter), then the Applicable Margin shall, at the end of description preceding or succeeding such thirtieth or forty-fifth day, as appropriate, immediately term and without notice or further action shall be the highest Applicable Margin provided herein (such Applicable Margin deemed in each case to be in effect until the first day of the first full calendar month after the Administrative Agent receives the financial statements of the Parent and its Subsidiaries required under Section 7.2(b) for the most recent fiscal month of the Parent, and the related Fixed Charge Coverage Ratio Certificate); and (ii) in the event that, with respect to any twelve consecutive fiscal months of the Parent which shall be a Fiscal Year, the audited financial statements of the Parent and its Subsidiaries required under Section 7.2(a) for such Fiscal Year shall indicate the Fixed Charge Coverage Ratio for such twelve consecutive fiscal months (as determined followed by the Administrative Agent) was less than that reflected in the Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent for such twelve consecutive fiscal months, the Applicable Margin shall be adjusted retroactively (to the effective date of the Applicable Margin which was determined based upon the delivery of such Fixed Charge Coverage Ratio Certificate and the related monthly financial statements of the Parent and its Subsidiaries delivered pursuant to Section 7.2(b) for the twelfth month of such twelve consecutive fiscal months) to reflect an Applicable Margin based upon the Fixed Charge Coverage Ratio determined from the audited financial statements and the Borrower shall make payments to the Administrative Agent on behalf of the Lenders to reflect such adjustmentwords “without limitation”.

Amendments to the Original Agreement. The Parties hereby agree to the following amendments to the Original Agreement: (a) Clause (a) of Section 1.1 5 of the Original Agreement is hereby amended by adding the following new definitions in the proper alphabetical order therein: "Eighth Amendment" means that certain Eighth Amendment dated as of November 8, 2000 among the Borrower, the Majority Lenders, the Administrative Agent and the other Credit Parties. The definition of "Applicable Margin" in Section 1.1 is hereby amended by replacing it deleted in its entirety and replaced with the following: (a) The Sponsor and the Insiders each agree that they shall not Transfer any Founder Shares or Private Placement Shares, if any (the “Lock-up”), until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following new definition: "Applicable Margin" meansthe completion of an initial Business Combination on which the Company completes a third-party tender offer, stock sale, liquidation, merger, share exchange, reorganization or other similar transaction with respect an unaffiliated third party that results in all of the Public Shareholders having the right to any Loanexchange their Ordinary Shares for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the amount closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the Company’s initial Business Combination, fifty percent (50%) of the Founder Shares and the Private Placement Shares, if any, held by such Person shall be released from the Lock-up. Notwithstanding anything to the contrary set forth below which corresponds to the Fixed Charge Coverage Ratio set forth below for the twelve consecutive fiscal months of the Parent ended with the most recent fiscal month of the Parent for which the Administrative Agent receives the financial statements and Fixed Charge Coverage Ratio Certificate required belowherein, determined and adjusted as provided herein. On the "Effective Date" of the Eighth Amendment (as defined therein) and thereafter until the first day of the first full calendar month after the delivery to the Administrative Agent of the financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) as at the end of and for the fiscal month of the Parent ended October 28, 2000, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve consecutive fiscal months ended on such date, the Applicable Margin for LIBOR Rate Loans shall be 2.25% and the Applicable Margin for Base Rate Loans shall be 0.625% and each shall thereafter be adjusted after each delivery to the Administrative Agent of the monthly financial statements of the Parent and its Subsidiaries required pursuant to Section 7.2(b) for each fiscal month of the Parent, together with the corresponding Fixed Charge Coverage Ratio Certificate for the twelve fiscal months ending on the last day of such fiscal month, which Fixed Charge Coverage Ratio Certificate demonstrates that the Fixed Charge Coverage Ratio indicated below for any such adjustment has been achieved, each such adjustment to be effective on the first day of the first full calendar month after the latest date on which each such delivery is required hereunder. Fixed Charge Applicable Margin Coverage Applicable Margin for for Ratio LIBOR Rate Loans Base Rate Loans ----- ---------------- --------------- Equal to or greater than 1.50 to 1.00 1.50% Zero (0) Equal to or greater than 1.20 to 1.00 but less 1.75% .125% than 1.50 to 1.00 Equal to or greater than 1.00 to 1.00 but less 2.00% .375% than 1.20 to 1.00 Less than 1.00 to 1.00 2.25% .625% Notwithstanding anything in this definition to the contrary, (i) in the event that the Administrative Agent shall fail to receive any such financial statements and the related Fixed Charge Coverage Ratio Certificate for any fiscal month of the Parent within thirty (30) days following the end of such fiscal month (within forty-five (45) days following the end of such fiscal month if such fiscal month is the last fiscal month of any fiscal quarter), then the Applicable Margin shall, at the end of such thirtieth or forty-fifth day, as appropriate, immediately and without notice or further action be the highest Applicable Margin provided herein (such Applicable Margin to be in effect until the first day of the first full calendar month after the Administrative Agent receives the financial statements of the Parent and its Subsidiaries required under Section 7.2(b) for the most recent fiscal month of the Parent, and the related Fixed Charge Coverage Ratio Certificate); and (ii) in the event that, following the completion of an initial Business Combination and during the Lock-up Period, the Company determines to effectuate a public offering of equity securities pursuant to a registration statement filed with respect to any twelve consecutive fiscal months the Commission under the Securities Act of 1933, as amended (a “Follow-On Offering”), and in the Company’s sole discretion (for the avoidance of doubt, not as a result of the Parent which exercise of piggyback registration rights) determines to permit shareholders of the Company who have shares subject to lock-up to sell equity securities as a secondary offering in such Follow-On Offering (any such shareholders, “Selling Shareholders”), then the Sponsor and the Insiders shall be a Fiscal Yearoffered the opportunity to sell up to such Person’s pro rata share of all equity securities permitted to be sold by all Selling Shareholders in such Follow-On Offering and any securities otherwise subject to the Lock-up offered or sold in such Follow-On Offering shall be released from the Lock-up restrictions hereunder. Any such Follow-On Offering in which Selling Shareholders participate shall be effectuated pursuant to the provisions of any registration rights agreement entered into in connection with the initial Business Combination and that certain Registration and Shareholder Rights Agreement, dated as of March 29, 2021, by and among the Company, the audited financial statements of Sponsor and the Parent and its Subsidiaries required under Section 7.2(a) for such Fiscal Year shall indicate the Fixed Charge Coverage Ratio for such twelve consecutive fiscal months other “Holder” parties named therein (as determined the same may be amended and/or restated from time to time), as applicable, governing piggyback registrations.” (b) The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Letter Agreement as if they were set forth herein. (c) The parties hereby agree that from and after the Closing, the terms “Ordinary Shares”, “Founder Shares”, “Public Shares” and “Private Placement Shares”, as used in the Letter Agreement shall include any and all Pubco Ordinary Shares into which any such securities shall convert in the SPAC Merger (and any other securities of Pubco or any successor entity issued in consideration of, including as a stock split, dividend or distribution, or in exchange for, any of such securities). (d) Any reference to the term “including” (and with correlative meaning “include”) in the Letter Agreement means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the Administrative Agent) was less than that reflected in the Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent for such twelve consecutive fiscal months, the Applicable Margin shall be adjusted retroactively (to the effective date of the Applicable Margin which was determined based upon the delivery of such Fixed Charge Coverage Ratio Certificate and the related monthly financial statements of the Parent and its Subsidiaries delivered pursuant to Section 7.2(b) for the twelfth month of such twelve consecutive fiscal months) to reflect an Applicable Margin based upon the Fixed Charge Coverage Ratio determined from the audited financial statements and the Borrower shall make payments to the Administrative Agent on behalf of the Lenders to reflect such adjustmentwords “without limitation”.