Common use of Confidential Clause in Contracts

Confidential. In the case of the registration, qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor as to the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior to the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) above.

Confidential. In the case VACQ shall, notwithstanding any termination of the registration, qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shallindemnify, upon reasonable request, inform defend and hold harmless the Investor as (to the status extent a seller under the Registration Statement), its directors, officers, agents and employees and each person who controls the Investor (within the meaning of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior Section 15 of the Securities Act or Section 20 of the Exchange Act) to the End Datefullest extent permitted by applicable law, advise the Investor within five from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (5including reasonable attorneys’ fees) business days: and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) when any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction amendment or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreementsupplement thereto, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (provided that ii) any such notice pursuant to this Section 7(b) shall solely provide that the use of the Registration Statement untrue or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any alleged untrue statement of a material fact included in any prospectus included in the Registration Statement or omit any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees , except to the extent, but only to the extent, that it will immediately discontinue offers and sales of the Shares using a Registration Statement until such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred furnished in writing to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified VACQ by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC orexpressly for use therein or the Investor has omitted a material fact from such information or otherwise violated the Securities Act, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possessionExchange Act or any state securities law or any rule or regulation thereunder; provided, however, that the indemnification contained in this obligation Section 7 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of VACQ, which shall not be unreasonably withheld, conditioned or delayed, nor shall VACQ be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by the Investor, (B) in connection with any failure of such person to deliver or destroy all copies cause to be delivered a prospectus made available by VACQ in a timely manner or (C) in connection with any offers or sales effected by or on behalf of the prospectus covering Investor in violation of Section 7(c) hereof. VACQ shall notify the Investor reasonably promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which VACQ receives notice in writing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares shall not apply (x) to by the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) aboveInvestor.

Confidential. In The Grantee acknowledges and agrees that the case Shares are being granted in a transaction not involving any public offering within the meaning of the registrationSecurities Act and that the grant of the Shares have not been registered under the Securities Act. The Grantee acknowledges and agrees that the Shares may not be offered, qualificationresold, exemption transferred, pledged or compliance effected otherwise disposed of by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor as to the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior to Grantee absent an effective registration statement under the End Date, advise the Investor within five (5) business days: Securities Act except (i) when to PFDR or a Registration Statement or any post-effective amendment thereto has become effective; subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of any request by Regulation S under the SEC for amendments Securities Act or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) pursuant to another applicable exemption from the registration requirements of the issuance by the SEC Securities Act, and in each of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through and (viii) above, except for such times as STPC is permitted hereunder to suspendin accordance with any applicable securities laws of the states and other jurisdictions of the United States, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file that any other required document so that, as thereafter delivered to purchasers of book entry for the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering certificates representing the Shares shall not apply (x) contain a notation or restrictive legend, as applicable, to such effect. The Grantee acknowledges and agrees that the extent the Investor is required Shares will be subject to retain a copy of such prospectus in order to comply with applicable legaltransfer restrictions and, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data backthese transfer restrictions, the Grantee may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Grantee acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that PFDR files a Current Report on Form 8-upK following the Transaction Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations. Notwithstanding anything The Grantee shall not engage in hedging transactions with regard to the contrary set forth hereinShares unless in compliance with the Securities Act. The Grantee acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, STPC shall notresale, when so advising the Investor transfer, pledge or disposition of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) aboveShares.

Confidential. In the case of the registration, qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor as Rosecliff has made available to the status Investor (including via the SEC’s XXXXX system) a true, correct and complete copy of such registrationeach form, qualificationreport, exemption statement, schedule, prospectus, proxy, registration statement and compliance. STPC shallother documents, at its expenseif any, filed by Rosecliff with the SEC prior to the End Date, advise date of this Subscription Agreement (the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) “SEC Documents”). None of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect Documents filed pursuant to the suspension U.S. Securities Exchange Act of 1934, as amended (the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; “Exchange Act”), contained, when filed and (v) subject as amended to the provisions in this Subscription Agreementdate hereof, any untrue statement of the occurrence of any event that requires the making of any changes in any Registration Statement a material fact or prospectus so that, as of such date, the statements therein are not misleading and do not omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales , except in the case of the Shares using a Registration Statement until accounting treatment of certain warrants of Rosecliff, and such SEC Documents complied in all material respects with the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies requirements of the prospectus covering Exchange Act and the Shares in rules and regulations of the Investor’s possessionSEC promulgated thereunder; provided, however, that this obligation to deliver Rosecliff makes no such representation or destroy all copies of the prospectus covering the Shares shall not apply (x) warranty with respect to the extent registration statement on Form F-4 to be filed by HoldCo with respect to the Investor Transaction or any other information relating to the Company or any of their affiliates included in any SEC Document or filed as an exhibit thereto, such representation and warranty is required made to retain a copy of such prospectus in order to comply with applicable legalthe Rosecliff’s knowledge. Other than Rosecliff’s Quarterly Report on Form 10-Q for the quarter ended March 31, regulatory2021, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically which was filed on archival servers June 14, 2021 as a result of automatic data back-up. Notwithstanding anything to certain accounting matters arising from the contrary set forth herein, STPC shall not, when so advising “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” that was issued by the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor Acting Director of the occurrence Division of Corporation Finance and Acting Chief Accountant of the events listed SEC on April 12, 2021, Rosecliff has timely filed each report, statement, schedule, prospectus, and registration statement that Rosecliff was required to file with the SEC since its initial registration of the Class A Shares with the SEC. Except in (i) through (v) above constitutes materialthe case of the accounting treatment of certain warrants of Rosecliff and as has been disclosed in the SEC Documents, nonpublic information regarding STPC; the Investor hereby consents financial statements of Rosecliff included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of Rosecliff as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. There are no material outstanding or unresolved comments in comment letters from the receipt of any material, nonpublic information SEC with respect to the occurrence any of the events listed in (i) through (v) aboveSEC Documents.

Confidential. In the case any material non-public information regarding Dragoneer) of the registration, qualification, exemption happening of any of the foregoing or compliance effected by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor of a Suspension Event during the period that the Registration Statement is effective or if as to a result of a Suspension Event the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior to the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or related prospectus contains any post-effective amendment thereto has become effective; (ii) untrue statement of any request by the SEC for amendments a material fact or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit omits to state a any material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in the light of the circumstances under which they were mademade (in the case of the prospectus) not misleading misleading, the undersigned agrees that (provided that any such notice pursuant to this Section 7(b1) shall solely provide that it will immediately discontinue offers and sales of the use of Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which Dragoneer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has been suspended without setting forth become effective or unless otherwise notified by Dragoneer that it may resume such offers and sales, and (2) it will maintain the reason confidentiality of any information included in such written notice delivered by Dragoneer except (A) for disclosure to the Investor’s employees, agents and professional advisers who need to know such suspension)information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law or subpoena. STPC Dragoneer shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (viv) above, except for such times as STPC Dragoneer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statementRegistration Statement, STPC Dragoneer shall use its commercially reasonable efforts to prepare as soon as reasonably practicable prepare a post-effective amendment to such registration statement Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) above.

Confidential. In Notwithstanding anything to the case of the registrationcontrary contained herein, qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shallTailwind may, upon reasonable request, inform Investor as written notice to the status Investor, delay or postpone filing of such registrationRegistration Statement, qualification, exemption and compliance. STPC shall, at its expense, prior from time to time require Investor not to sell under the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) suspend the use of any request such Registration Statement if it determines that in order for the Registration Statement to not contain a material misstatement or material omission, an amendment or supplement thereto would be needed, or if such filing or use would reasonably be expected to materially and adversely affect a bona fide business or financing transaction being pursued by Tailwind or would require premature disclosure of information that would reasonably be expected to materially and adversely affect Tailwind (each such circumstance, a “Suspension Event”); provided that (w) Tailwind shall not so delay filing or so suspend the use of the Registration Statement on more than three (3) occasions or for more than one-hundred twenty (120) total days in any three hundred sixty (360) day period or, on any occasion, for a period of more than sixty (60) consecutive days and (x) Tailwind shall use commercially reasonable efforts to make such Registration Statement available for the sale by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) Investor of the issuance by the SEC such securities as soon as practicable thereafter. Upon receipt of any stop order suspending the effectiveness of such written notice from Tailwind (which notice shall not contain any Registration Statement or the initiation of any proceedings for such purpose; (ivmaterial non-public information regarding Tailwind) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event Suspension Event during the period that requires the making Registration Statement is effective or if as a result of any changes in any a Suspension Event the Registration Statement or related prospectus so that, as contains any untrue statement of such date, the statements therein are not misleading and do not omit a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in the light of the circumstances under which they were mademade (in the case of the prospectus) not misleading (provided misleading, the Investor agrees that any such notice pursuant to this Section 7(b) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of Shares under the Shares using a Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Investor receives copies of a supplemental or amended prospectus (which Tailwind agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above in clause (v) and the Investor receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC Tailwind that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by Tailwind unless otherwise required by law, subpoena, regulatory request or requirement, or legal proceeding. If so directed by STPCTailwind, the Investor will deliver to STPC orTailwind, or in the Investor’s sole discretiondiscretion destroy, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (xw) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (yx) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) above.

Confidential. In effective until the case earliest of: (i) the second anniversary of the registration, qualification, exemption or compliance effected by STPC Closing; (ii) the date on which the Investor ceases to hold any Underlying Common Shares issued pursuant to this Subscription Agreement; or (iii) on the first date on which the Investor is able to sell all of its Underlying Common Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) within 90 days without the public information, STPC shall, upon reasonable request, inform Investor as to the status volume or manner of sale limitations of such registrationrule (such date, qualification, exemption and compliancethe “End Date”). STPC shall, at its expense, prior Prior to the End Date, advise SPAC will use commercially reasonable efforts to qualify the Underlying Common Shares for listing on the applicable stock exchange. Upon request, the Investor within five agrees to disclose its ownership to SPAC to assist it in making the determination with respect to Rule 144 described in clause (5iii) business days: (i) when above. SPAC may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after SPAC becomes eligible to use such Form S-3. The Investor acknowledges and agrees that SPAC may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or any post-effective omission, an amendment thereto has become effective; would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act. In such event: (iiI) of any request by the SEC for amendments SPAC shall not so delay filing or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b) shall solely provide that suspend the use of the Registration Statement for a period of more than 90 consecutive days or prospectus has been suspended without setting forth more than a total of 120 calendar days in any 360 day period; and (II) SPAC shall use commercially reasonable efforts to make such Registration Statement available for the reason sale by the Investor of such securities as soon as practicable thereafter. SPAC’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to SPAC such suspension)information regarding the Investor, the securities of SPAC held by the Investor and the intended method of disposition of such Underlying Common Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by SPAC to effect the registration of such Underlying Common Shares. STPC Investor shall also execute such documents in connection with such registration as SPAC may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the SEC prevents SPAC from including any or all of the shares proposed to be registered under a Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Underlying Common Shares pursuant to this Section 8 by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Underlying Common Shares as is permitted to be registered by the SEC. In such event, the number of Underlying Common Shares to be registered for each selling stockholder named in such Registration Statement shall be reduced pro rata among all such selling stockholders. In the event SPAC amends the Registration Statement in accordance with the foregoing, SPAC will use its commercially reasonable efforts to obtain file with the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so thatSEC, as thereafter delivered promptly as allowed by the SEC, one or more registration statements to purchasers register the resale of those Underlying Common Shares that were not registered on the Shares included thereininitial Registration Statement, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If as so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) aboveamended.

Confidential. In from the case Registration Statement. Notwithstanding the foregoing, if the SEC prevents Dragoneer from including any or all of the registrationshares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise (and notwithstanding that Dragoneer used diligent efforts to advocate with the staff of the SEC for the registration of all or a greater part of the Shares), qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor as such Registration Statement shall register for resale such number of Shares which is equal to the status maximum number of Shares as is permitted by the SEC. In such registrationevent, qualificationthe number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholder and as promptly as practicable after being permitted to register additional shares under Rule 415 of the Securities Act, exemption and compliance. STPC shall, at its expense, prior to Dragoneer shall amend the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by file a new registration statement to register such shares that were not registered in the SEC for amendments or supplements to any Registration Statement and cause such amendment or new registration statement to become effective as promptly as practicable. For as long as the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice shall remain effective pursuant to this Section 7(b7(a), Dragoneer will use commercially reasonable efforts to (1) qualify the Shares for listing on the Stock Exchange and (2) update or amend the Registration Statement as necessary to include the Shares. For as long as the Investor holds the Shares, Dragoneer will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor), as applicable. For purposes of clarification, any failure by Dragoneer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall solely provide not otherwise relieve Dragoneer of its obligations to file or effect the Registration Statement as set forth above in this Section 7. Notwithstanding anything to the contrary contained herein, Dragoneer may delay or postpone filing of such Registration Statement, and from time to time require the Investor not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement, if the board of directors of Dragoneer determines in good faith that either in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Dragoneer or would require premature disclosure of information that could materially adversely affect Dragoneer (each such circumstance, a “Suspension Event”); provided, that, (I) Dragoneer shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or prospectus has been suspended without setting forth the reason for such suspension). STPC more than a total of ninety (90) calendar days in each case in any three hundred and sixty (360) day period and (II) Dragoneer shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any make such Registration Statement available for the sale by the Investor of such securities as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and salesthereafter. If so directed by STPCDragoneer, the Investor will deliver to STPC Dragoneer or, in the Investor’s sole discretiondiscretion destroy, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (xi) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-legal or regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (yii) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything Dragoneer’s obligations to include the contrary set forth herein, STPC shall not, when so advising Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to Dragoneer such information regarding the Investor, the securities of Dragoneer held by the Investor and the intended method of disposition of such eventsShares, provide which shall not include underwritten public offerings, as shall be reasonably requested by Dragoneer to effect the registration of such Shares, and shall execute such documents in connection with such registration as Dragoneer may reasonably request that are customary of a selling stockholder in similar situations; provided that the Investor shall not in connection with the foregoing be required to execute any material, nonpublic information regarding STPC other than lock-up or similar agreement or otherwise be subject to any contractual restriction on its ability to transfer the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with Shares. With respect to the occurrence information to be provided by the undersigned pursuant to this Section 7(a), Dragoneer shall request such information at least five (5) business days prior to the anticipated initial filing date of the events listed in (i) through (v) aboveRegistration Statement.

Confidential. In If the case filing, initial effectiveness or continued use of the registration, qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor as to the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior to the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or at any posttime would require SPAC to make public disclosure of material non-effective amendment thereto has become effective; (ii) of any request by public information that, in the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) good faith judgment of the issuance by the SEC board of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) directors of the receipt by STPC of any notification with respect SPAC: (a) would be required to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes be made in any Registration Statement or prospectus filed with the SEC by SPAC so thatthat such Registration Statement, as of such from and after its effective date, the statements therein are does not misleading and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (c) SPAC has a bona fide business purpose for not disclosing publicly, SPAC may, upon giving prompt written notice of such action to the Investor, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (a “Suspension”); provided, however, that SPAC shall not be permitted to exercise a Suspension more than one (1) time during any twelve (12)-month period or for a total period of greater than sixty (60) days; and provided further that SPAC shall not register any securities for its own account or that of any other stockholder during such sixty (60)-day period, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of SPAC or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Shares. In the case of a prospectusSuspension, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant Investor agrees to this Section 7(b) shall solely provide that the suspend use of the Registration Statement applicable prospectus in connection with any sale or prospectus has been suspended without setting forth purchase, or offer to sell or purchase, Shares, upon receipt of the reason for such suspension)notice referred to above. STPC SPAC shall use its commercially reasonable efforts to obtain immediately notify the withdrawal Investor in writing upon the termination of any order suspending Suspension, amend or supplement the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document if necessary, so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will it does not include contain any untrue statement of a material fact or omit to state any omission of a material fact required to be stated therein or necessary to make the statements therein, in therein not misleading and furnish to the light Investor such numbers of copies of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until prospectus as so amended or supplemented as the Investor receives copies of a supplemental may reasonably request. SPAC shall, if necessary, supplement or amended prospectus that corrects amend the misstatement(s) Registration Statement, if required by the registration form used by SPAC or omission(s) referred by the instructions applicable to above in clause (v) and receives notice that any post-effective amendment has become effective such registration form or unless otherwise notified by STPC that it the Securities Act or the rules or regulations promulgated thereunder or as may resume such offers and salesreasonably be requested by the Investor. If so directed by STPCSPAC, the Investor will deliver to STPC orSPAC, or in the Investor’s sole discretion, destroy destroy, all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (xw) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (yx) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) above.

Confidential. In customary provisions (but, excluding for the case avoidance of doubt, underwritten offerings). At its expense, TopCo agrees to cause such Registration Statement, or another shelf registration statement that includes the registration, qualification, exemption or compliance effected by STPC Shares to be subscribed for pursuant to this Subscription Agreement, STPC shallexcept for such times as TopCo is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, upon use its commercially reasonable request, inform Investor as efforts to the status of keep such registration, and any qualification, exemption or compliance under state securities laws which TopCo determines to obtain, continuously effective with respect to the Investor, and complianceto keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, to remain effective until the earliest of (i) the third anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 without the public information, volume or manner of sale limitations of such rule (such date, the “End Date”). STPC shall, at its expense, prior Prior to the End Date, advise TopCo will use commercially reasonable efforts to qualify the Shares for listing on any relevant stock exchange. The Investor within five agrees to disclose its ownership to TopCo upon request to assist it in making the determination with respect to Rule 144 described in clause (5iii) business days: (i) when above. TopCo may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form F-3 or S-3 at such time after TopCo becomes eligible to use such Form F-3 or S-3. The Investor acknowledges and agrees that TopCo may suspend the use of any post-effective such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto has become effective; (ii) of any request by would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the SEC for amendments Exchange Act, or supplements if such suspension arises out of, or is a result of, or is related to any Registration or is in connection with the Statement or the prospectus included therein related accounting, disclosure or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreementother matters, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so provided, that, as of such date, the statements therein are (I) TopCo shall not misleading and do not omit to state a material fact required to be stated therein so delay filing or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b) shall solely provide that so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or prospectus has been suspended without setting forth the reason for such suspension). STPC more than a total of one hundred-twenty (120) calendar days in any three hundred sixty (360) day period and (II) TopCo shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any make such Registration Statement as soon as reasonably practicable. Upon available for the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified sale by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide securities as soon as practicable thereafter. TopCo’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor with any material, nonpublic furnishing in writing to TopCo such information regarding STPC other than to the extent that providing notice to Investor, the securities of TopCo held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by TopCo to effect the occurrence registration of such Shares, and shall execute such documents in connection with such registration as TopCo may reasonably request that are customary of a selling shareholder in similar situations. Any failure by TopCo to file the events listed Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve TopCo of its obligations to file or effect the Registration Statement as set forth above in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) abovethis Section 7.

Confidential. In the case of the registration, qualification, exemption or compliance effected by STPC pursuant to this Subscription Agreement, STPC shall, upon reasonable request, inform Investor as Notwithstanding anything to the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior to the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions contrary in this Subscription Agreement, PubCo shall be entitled to delay or postpone the effectiveness of the occurrence of any event that requires Registration Statement, and from time to time to require the making of any changes in any Investor not to sell under the Registration Statement or to suspend the effectiveness thereof, if (x) the use of the Registration Statement would require the inclusion of financial statements that are unavailable for reasons beyond PubCo’s control, (y) PubCo determines that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, or if (z) such filing or use could materially affect a bona fide business or financing transaction of PubCo or its subsidiaries or would require additional disclosure by PubCo in the Registration Statement of material information that PubCo has a bona fide business purpose for keeping confidential (each such circumstance, a “Suspension Event”). Upon receipt of any written notice from PubCo of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus so that, as contains any untrue statement of such date, the statements therein are not misleading and do not omit a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in the light of the circumstances under which they were mademade (in the case of the prospectus) not misleading (provided that any such notice pursuant to this Section 7(b) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspendedmisleading, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Subscribed ADSs representing the Subscribed Shares using a under the Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC PubCo that it may resume such offers and sales; provided, for the avoidance of doubt, that PubCo shall not include any material non-public information in any such written notice. If so directed by STPCXxxXx, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver PubCo or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (x) to in the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) aboveInvestor’s possession.

Confidential. In limitation, any sale, proposal or offer of dissolution, winding up or merger) for, or the case liquidation of, any of the registrationDebtors (directly or indirectly) that is inconsistent with the Plan or this Agreement; (d) not, qualificationnor encourage any other person or entity to, exemption object, oppose, delay, impede, appeal or compliance effected by STPC pursuant take any other negative action, directly or indirectly, to this Subscription Agreementinterfere with, STPC shallthe approval of the Disclosure Statement and the acceptance, upon reasonable requestimplementation, inform Investor as confirmation and consummation of the Plan; (e) not commence any proceeding or prosecute any objection to oppose or object to the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior Plan or to the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposeDisclosure Statement; and (vf) subject to the provisions prior approval of the Disclosure Statement by the Bankruptcy Court and receipt of such approved Disclosure Statement by the Collateral Manager and Trustee, direct Trustee to vote the Note Claim (and not revoke or withdraw its vote) in favor of the Plan and (ii) to direct Trustee to vote the Note Claim (and not revoke or withdraw its vote) in favor of the Plan; provided that, in each case, (x) the Plan and Disclosure Statement meet all the requirements and conditions relating thereto as set forth in this Subscription Agreement, ; (y) the Disclosure Statement that is approved by the Bankruptcy Court does not contain information that differs materially from that which was known by the Collateral Manager as of the occurrence date hereof; and (z) the Plan does not impose terms not contained in this Agreement (including the Plan Term Sheet) that adversely affect the interests of any event that requires TPF. Notwithstanding the making of any changes foregoing, nothing in this Agreement shall be construed to prohibit the Collateral Manager from appearing as a party in interest in any Registration Statement matter to be adjudicated in the Chapter 11 Cases so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement and are not for the purpose of hindering or prospectus so thatdelaying (and are not reasonably likely to hinder or delay) implementation of the transactions and other matters contemplated by this Agreement. Notwithstanding anything herein to the contrary, if the Collateral Manager is appointed to and serves on an official committee in the Chapter 11 Cases, the terms of this Agreement shall not be construed to limit the Collateral Manager’s exercise of its fiduciary duties in its role as a member of such datecommittee, the statements therein are and any exercise of such fiduciary duties shall not misleading and do not omit be deemed to state constitute a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light breach of the circumstances under which they were made) not misleading (provided that any such notice pursuant to terms of this Section 7(b) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possessionAgreement; provided, however, that this obligation serving as a member of such committee shall not relieve the Collateral Manager in its individual capacity of any obligations to deliver or destroy all copies instruct Trustee to vote in favor of the prospectus covering Plan; provided, further, that nothing in this Agreement shall be construed as requiring the Shares shall not apply (x) Collateral Manager to serve on any official committee in the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) aboveChapter 11 Cases.

Confidential. In the case of the registrationLicensor shall have an option, qualificationexercisable in its sole discretion, exemption or compliance effected by STPC pursuant to this Subscription Agreementpurchase all, STPC shall, upon reasonable request, inform Investor as to the status of such registration, qualification, exemption and compliance. STPC shall, at its expense, prior to the End Date, advise the Investor within five (5) business days: (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by STPC of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) subject to the provisions in this Subscription Agreementbut not less than all, of the occurrence Acquired Fields, to the extent such Acquired Fields are owned by Licensee as of the date of termination of the exclusivity of the License, and all supplies and equipment located on such Acquired Fields, on an “as is/where is” basis, without any representations or warranties of any event that requires kind, express or implied, for a cash purchase price equal to the making higher of any changes in any Registration Statement or prospectus so that(A) the net asset value, as determined by an independent investment banker or other independent Person having sufficient experience and expertise in valuing these types of assets and properties, which banker or other independent Person shall be mutually approved by both Licensor and Licensee, which approvals shall not be unreasonably delayed or withheld; or (B) the outstanding Preferred Stock Capital, plus the accrued and unpaid Preferred Return as of the date of consummation of such datepurchase. In order to exercise this option, Licensor must give Licensee written notice of such exercise within sixty (60) days after the statements therein are not misleading date on which the termination of the exclusivity of the License occurs. Upon receipt of such notice of exercise, Licensor and do not omit to state a material fact required to be stated therein or necessary to make Licensee shall negotiate the statements therein (in the case terms and conditions of a prospectuswritten definitive agreement providing for such sale and purchase, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b) agreement shall solely provide that the use sale and purchase shall be consummated within thirty (30) days after the date of such agreement. If for any reason whatsoever Licensor does not give written notice of exercise within the aforesaid sixty-day period or the parties are unable to agree upon the terms of such written definitive agreement within thirty (30) days after the date of receipt by Licensee of the Registration Statement exercise notice, then the option shall be deemed to have expired without any liability on the part of Licensor or prospectus has been suspended without setting forth the reason for such suspension). STPC shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (v) above, except for such times as STPC is permitted hereunder to suspendLicensee, and has suspended, Licensee shall have the use of a prospectus forming part of a registration statement, STPC shall use its commercially reasonable efforts right at any time thereafter to prepare as soon as reasonably practicable a post-effective amendment to such registration statement sell one or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (v) and receives notice that any post-effective amendment has become effective or unless otherwise notified by STPC that it may resume such offers and sales. If so directed by STPC, the Investor will deliver to STPC or, in the Investor’s sole discretion, destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy more of such prospectus in order Acquired Fields, supplies and equipment to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Notwithstanding anything to the contrary set forth herein, STPC shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding STPC other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding STPC; the Investor hereby consents to the receipt of any material, nonpublic information with respect to the occurrence of the events listed in (i) through (v) abovethird party it chooses.