Common use of Issuance and Subscription Clause in Contracts

Issuance and Subscription. (a) In connection with the Subscription Agreement and in consideration of the Purchase Price to be paid by Investor set forth in the Subscription Agreement, FEAC (or after the Assumption, Newco) agrees to issue and sell and Investor agrees to subscribe for and purchase, on the Closing Date following the Can Merger Sub Share Sale and contingent upon the completion of each element of the Transactions (as defined in the Subscription Agreement) (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing, an additional [•] Ordinary Shares (or after the Assumption, Newco Common Shares, the “Additional Shares”) and [•] FEAC warrants (which shall be on terms substantially similar to the terms of the FEAC Public Warrants, the “FEAC PIPE Warrants”) or after the Assumption, warrants of Newco (which shall be on terms substantially similar to the FEAC PIPE Warrants, as adjusted for a Canadian public company, the “Newco Warrants” and, together with the Additional Shares, the “Additional Securities”), in each case on the terms and subject to the conditions set forth in the Subscription Agreement and this Agreement, resulting in an aggregate amount of [•] Ordinary Shares (or after the Assumption, Newco Common Shares) and [•] FEAC PIPE Warrants (or after the Assumption, Newco Warrants) to be issued and sold by FEAC (or after the Assumption, Newco) to Investor in consideration of the Purchase Price to be paid by Investor. (b) References in the Subscription Agreement to “Subscribed Shares” shall be deemed to include the Additional Securities and the Subscription Agreement together with this Agreement comprises the legal and economic arrangement between the parties and shall govern the Investor’s investment in the Subscribed Shares and the Additional Securities. To the extent of any inconsistency between this Agreement and the Subscription Agreement, this Agreement shall prevail. After the Assumption, the Parties acknowledge and agree that the Investor is subscribing for and purchasing, and Newco is issuing and selling, the Subscribed Shares and the Additional Securities as a single transaction, in exchange for aggregate consideration equal to the Purchase Price.

Issuance and Subscription. (a) 4.1. In connection with the Subscription Agreement and in consideration of the Purchase Price to be paid by Investor set forth in the Subscription AgreementFEAC Shareholder’s performance of its obligations described herein, FEAC (or after the Assumption, Newco) agrees to issue and sell and Investor the FEAC Shareholder agrees to subscribe for and purchasefor, on the Closing Date following the Can Merger Sub Share Sale and contingent upon the completion of each element of the Transactions (as defined in the Subscription Agreement) (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing, an additional [•] Ordinary FEAC Class A Shares (or after the Assumption, Newco Common Shares, the “Additional Shares”) and [•] FEAC warrants (which shall be on terms substantially similar to the terms of the FEAC Public Warrants, the “FEAC PIPE Warrants”) or after the Assumption, warrants of Newco (which shall be on terms substantially similar to the FEAC PIPE Warrants, as adjusted for a Canadian public company, the “Newco Warrants” and, together with the Additional Shares, the “Additional Securities”), in each case on the terms and subject to the conditions set forth in this Agreement. Each of the Subscription Parties hereto acknowledges and agrees that the Additional Securities will be issued in accordance with the terms of this Agreement and pursuant to the Plan of Arrangement. 4.2. The consummation of the transactions contemplated in this AgreementSection 4 shall occur on the Closing Date, resulting in an aggregate amount subject to the completion of [•] Ordinary Shares each element of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing. Upon written notice from (or after on behalf of) FEAC to the Assumption, Newco Common SharesFEAC Shareholder (the “Closing Notice”) and [•] at least five (5) Business Days prior to the date that FEAC PIPE Warrants (or after reasonably expects all conditions to the Assumption, Newco Warrants) Amalgamation Closing to be issued and sold by satisfied (the “Expected Closing Date”), the FEAC Shareholder shall deliver to FEAC no later than two (2) Business Days prior to the Expected Closing Date any other information that is reasonably requested in the Closing Notice in order for FEAC (or after or, following the Assumption, Newco) to Investor in consideration issue the Additional Securities including, without limitation, the legal name of the Purchase Price person in whose name such Additional Securities are to be issued, and if applicable, a duly executed Internal Revenue Service Form W-9 or the applicable Internal Revenue Service Form W-8, as applicable. On the Closing Date, following and subject to the Assumption, Newco shall issue to the FEAC Shareholder (or the funds and accounts designated by the FEAC Shareholder if so designated by the FEAC Shareholder, or its nominee in accordance with its delivery instructions) or to a custodian designated by the FEAC Shareholder, as applicable, the Additional Securities, net of Additional Securities withheld by Newco in respect of Canadian withholding tax and in respect of any additional expenses or costs reasonably expected to be incurred by Newco in connection with the obligation to pay such Canadian withholding tax (including any fees paid to any agent to sell such withheld Additional Securities), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or Canadian securities laws), which Additional Securities, unless otherwise determined by InvestorFEAC (or following the Assumption, Newco), shall be uncertificated, with record ownership reflected only in the register of shareholders of Newco and shall provide evidence of such issuance from Newco’s transfer agent showing the FEAC Shareholder as the owner of the Additional Securities on and as of the Closing Date within two (2) Business Days of the Closing Date. If the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing) are not consummated within two (2) Business Days after the Expected Closing Date, any Additional Securities that had been issued shall be cancelled. Notwithstanding anything in this Agreement to the contrary, Newco shall be entitled to take such actions as are reasonably necessary to deduct and withhold (or cause to be deducted and withheld) any shares or other securities otherwise deliverable to the FEAC Shareholder pursuant to this Agreement on account, and in satisfaction of, any Taxes (as defined in the Business Combination Agreement), and other amounts as are required to be deducted and withheld under applicable Tax Law (each as defined in the Business Combination Agreement) in respect of the consideration payable to the FEAC Shareholder hereunder as well as any additional expenses or costs incurred or reasonably expected to be incurred by Newco in connection with the obligation to pay any such Taxes (including any fees paid to any agent to sell such withheld Additional Securities). Newco is thus hereby authorized to retain, sell, and/or otherwise dispose of such shares or other securities otherwise deliverable to the FEAC Shareholder as are necessary to enable Newco to comply with such deduction and withholding requirement. The Parties shall cooperate reasonably and in good faith to consider any further arrangements that will enable Newco to satisfy its deduction and withholding obligations under applicable Tax Law in respect of the consideration payable to the FEAC Shareholder under this Agreement in a manner that is most commercially efficient and expedient for each Party. 4.3. The obligations of FEAC (bor, following the Assumption, Newco) References pursuant to this Section 4 shall be subject to the satisfaction, or valid waiver by FEAC, of the following conditions: (i) the FEAC Shareholder shall have fully complied with, performed and satisfied its obligations set out in the Subscription Sections 1-3 hereof, and shall have performed, satisfied and complied in all material respects with all other covenants, agreements and conditions required by this Agreement to “Subscribed Shares” be performed, satisfied or complied with by it at or prior to the Closing Date, (ii) the completion of each element of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing, and (iii) all representations and warranties of the FEAC Shareholder contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of such date). 4.4. The Additional Securities, and the shares underlying the FEAC PIPE Warrants or the Newco Warrants, as the case may be, shall be deemed to include be “Registrable Securities” as such term is defined in, and for all purposes under, the Additional Securities and the form of Subscription Agreement together with this Agreement comprises the legal and economic arrangement between the parties and shall govern the Investor’s investment in the Subscribed Shares and the Additional Securities. To the extent of any inconsistency between this Agreement and the Subscription Agreement, this Agreement shall prevail. After the Assumption, the Parties acknowledge and agree that the Investor is subscribing for and purchasing, and Newco is issuing and selling, the Subscribed Shares and the Additional Securities as a single transaction, in exchange for aggregate consideration equal attached to the Purchase PriceBusiness Combination Agreement.