Common use of Issuer Representations and Warranties Clause in Contracts

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with the terms of this Equity Support Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to that at the time of the signing of this Agreement and at the time of each Subscribers thatclosing of the Offering: (a) The Issuer a. it is an exempted company duly incorporatedorganized, validly existing and in good standing under in the laws of state in which it is incorporated with the Cayman Islands. The Issuer has all power (corporate or otherwise) and authority to own, lease and operate own its properties and to conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Agreement. As of described in the Closing Date, the Issuer will be duly incorporated, validly existing and Offering Materials; b. it is in good standing under in each other jurisdiction in which the laws conduct of the Cayman Islands. (b) As its business or ownership or leasing of the Closing Date, all the Equity Support Shares will its properties requires it to be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with the terms of this Equity Support Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of so qualified or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with its termslicensed, except as may whether the failure to be limited so qualified or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated thereby, will licensed would not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, properties, assets, condition (financial condition or results of operations otherwise) or prospects of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of whole; c. the Issuer to comply in all material respects with its obligations under incorporates Section 3(b) above into this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents Section; d. this Agreement has been duly authorized, executed, and delivered on behalf of the Issuer; or (iii) result in any violation of any law, statute or any judgmentand is the valid, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity binding and obligation of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing datesIssuer, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required enforceable in accordance with Section 16 its terms; e. no authorization, approval, consent, or license of this Equity Support Agreement; (iv) those any regulatory body or authority is required by The Nasdaq Stock Market LLCfor the valid authorization, including with respect to obtaining approval sale or delivery of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or securities in the aggregateOffering, a Material Adverse Effect.or, if so required, all authorizations, approvals, consents and licenses have been or will be obtained and will remain in full force and effect; (g) As f. the securities subject to the Offering will, when issued, sold and delivered in accordance with the terms of the date hereofOffering, be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under agreements with the Investors purchasing such securities and applicable state and federal securities laws; g. if conducted in accordance with the terms of the Offering Materials and this Agreement, the Issuer has not received any written communication Offering is exempt from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation registration requirements of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is notamended, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, rules and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment regulations promulgated thereunder and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term applicable state requirements and is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent compliance with all investment policies, guidelines applicable rules and other restrictions regulations under the Federal and any applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15State securities laws. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time amended as of issuancethe Closing Date) and bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. c. This Subscription Agreement, the Other Subscription Agreements, the Purchase Agreement and the Registration Rights Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 5, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries Subsidiaries (as defined below) pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries Subsidiaries is bound or to which any of the property or assets of the Issuer or is subject that Subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, Subsidiaries taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation statute or any judgment, order, rule or regulation of any lawcourt or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or its Subsidiaries or any of their respective properties, in the case of each of the foregoing clauses (i)-(iii) that would have a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material respects with this Subscription Agreement. For purposes of this Subscription Agreement, “Subsidiaries” shall have the meaning ascribed to such term in the Purchase Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the Common Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support AgreementEffect. (e) As g. Assuming the accuracy of their respective filing datesSubscriber’s representations and warranties in Section 5, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings with the SEC, (ii) filings required by applicable state or federal securities laws, (iiiii) the filings required in accordance with Section 16 7(m), (iii) those notices and filings required by the Nasdaq Global Market (the “Stock Exchange”), which notices and filings have been made prior to the execution of this Equity Support Agreement; , and (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. h. As of the date hereof, upon the closing of the Transaction but prior to the closing of the Subscription and the transactions contemplated by the Other Subscription Agreements, (i) the authorized capital stock of the Issuer consists of (A) 50,000,000 shares of preferred stock and (B) 100,000,000 Common Shares and (ii) 5,294,462 shares of preferred stock are issued and outstanding and 27,603,183 Common Shares are issued (including 4,618,146.00 of which are held in ADES’ treasury) and 22,985,037 Common Shares are outstanding. i. The issued and outstanding Common Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the Stock Exchange. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the Stock Exchange or the U.S. Securities and Exchange Commission (the “Commission”) with respect to any intention by such entity to deregister the Common Shares or prohibit or terminate the listing of the Common Shares on the Stock Exchange. The Issuer has taken no action that is designed to terminate the registration of the Common Shares under the Exchange Act. j. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. k. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. l. None of the forms, reports, statement, schedules, prospectuses, proxies, registration statements or other documents, if any, filed by the Issuer with the Commission since January 1, 2020 (the “SEC Documents”) filed under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be expected stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (g) . As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the Issuer has Staff of the Commission with respect to any of the SEC Documents. m. Except for such matters as have not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. date hereof, there is no (i) Neither suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Issuer or its Subsidiaries, threatened against the Issuer or its Subsidiaries, (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer or its Subsidiaries or that has the effect of making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription or (iii) governmental authority that shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition. n. None of the Issuer, its Subsidiaries, nor any person acting on its their behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have nothas, directly or indirectly, negotiated made any offers or entered into an Excluded Financing with sales of any other parties for the benefit security or solicited any offers to buy any security, under circumstances that would require registration of the Issuer, the SPAC, the shareholders issuance of any of the Issuer or Acquired Shares under the shareholders Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Securities Act or otherwise. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman IslandsState of Delaware. The Subject to obtaining all required approvals necessary in connection with the performance of the Agreement and Plan of Merger and the consummation of the Transactions (collectively, the “Required Approvals”), the Issuer has all corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Merger Closing Date, all the Equity Support Acquired Shares will be duly authorized by the Issuer and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered with the Transfer Agent, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association (as in effect at such time of issuance) bylaws or under the Companies Act, as amended, of the Cayman IslandsDelaware General Corporation Law. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The Subject to obtaining the Required Approvals, the execution, delivery and performance by the Issuer of this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), and the issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated therebyAcquired Shares, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would be reasonably be expected likely to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its the Issuer’s obligations under this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would be reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its the Issuer’s obligations under this Equity Support Subscription Agreement. (e) As of their respective filing datesOther than the Issuer’s Class B common stock, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission par value $0.0001 per share (the “SECClass B Shares”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof), there are no material outstanding securities or unresolved comments in comment letters received instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the Issuer from issuance of (i) the staff Acquired Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not be validly waived on or prior to the Merger Closing Date; provided, that the holders of the Division of Corporation Finance of Class B Shares will waive any such anti-dilution or similar provisions in connection with the SEC with respect to any of the SEC ReportsTransactions. (f) The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (g) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings with the SECSecurities and Exchange Commission (the “Commission”), (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 9(o) of this Equity Support Subscription Agreement; (iv) those filings required by The Nasdaq Stock Market LLCthe NYSE, including with respect to obtaining approval of the Issuer’s stockholders, stockholder approval; and (v) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (gh) As of the date hereofof this Subscription Agreement, the authorized capital stock of the Issuer consists of (i) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”), (ii) 500,000,000 Class A Shares, and (iii) 20,000,000 Class B Shares. As of the date hereof: (i) no Preferred Shares are issued and outstanding, (ii) 69,000,000 Class A Shares are issued and outstanding, (iii) 17,250,000 Class B Shares are issued and outstanding and (iv) warrants to purchase up to 33,533,333 Class A Shares are outstanding. (i) The Issuer has not received any written communication from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (hj) The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE under the symbol “GSAH”. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission, respectively, to prohibit or terminate the listing of the Class A Shares on the NYSE or to deregister the Class A Shares under the Exchange Act. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act. (k) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 4 of this Equity Support Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Acquired Shares by the Issuer to each SubscribersSubscriber. (il) Neither the Issuer nor anyone acting on its behalf has offered the Class A Shares or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than Subscriber and other accredited investors, each of which has been offered Class A Shares at a private sale for investment. (m) None of the Issuer nor any of its affiliates has offered Class A Shares or any similar securities during the six months prior to the date hereof to anyone other than in connection with the Transactions and to Subscriber and other investors in connection with the Other Subscription Agreements. Other than the foregoing, the Issuer has no intention to offer Class A Shares or any similar security during the six months from the date hereof other than in connection with the Transactions, including any transactions referenced in the Agreement and Plan of Merger. (n) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Acquired Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closingadvertising, including, but not limited to, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(bfollowing: (1) of the Exchange Act. Following the Closingany advertisement, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under article, notice or other communication published in any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is notnewspaper, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) ismagazine, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly similar media or indirectly, negotiated broadcast over television or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.radio;

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Investor that: (a) a. The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Jersey, Channel Islands. The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. . b. As of the Closing Date, subject to the Issuer will be duly incorporated, validly existing and in good standing under the laws receipt of the Cayman Islands. (b) As Subscription Amount in accordance with the terms of this Subscription Agreement and registration on the Closing DateIssuer’s register of members, all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber the Investor against full payment therefor in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered on the Issuer’s register of members, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as may be amended and/or restated from time to time) in effect at such time of issuance) on the Closing Date or under the Jersey Companies Act, as amended, of the Cayman IslandsLaw. (c) c. This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each SubscriberSPAC and the Investor, this Equity Support Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) d. The issuance and sale of the Shares and the compliance by the Issuer with all of all the Equity Support Shares pursuant to provisions of this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Agreement and Control Subscription Agreement and the consummation of the transactions contemplated thereby, herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority ability of the Issuer to timely comply in all material respects with its obligations under the terms of this Equity Support AgreementSubscription Agreement (an “Issuer Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the an Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) e. Assuming the accuracy of each Subscriberthe Investor’s representations and warranties set forth in Section 6 of this Equity Support Agreement6, no registration under the Securities Act of 1933, as amended (the “Securities Act”), ) is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. the Investor hereunder. The Shares (i) Neither the Issuer nor any person acting on its behalf has were not offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for to the purposes of Cayman Islands lawIssuer’s knowledge are not being offered in a manner involving a public offering under, is and will be unable to pay its debts. (o) The Issueror in a distribution in violation of, the SPACSecurities Act, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)state securities laws. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents represents, warrants and warrants to each Subscribers that: agrees that (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws its use of the Cayman Islands. The Services and Platform by Authorized Participants complies and will comply with all Applicable Laws, including, for the avoidance of doubt, Offering Laws, and all applicable anti-bribery, anti-money laundering, customer due diligence, know your clients, and anti-terrorist laws and regulations, (B) it shall make any and all registrations, filings and pay any and all fees required by Offering Laws in connection with any Issuer has all power (corporate Offering or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Agreement. As the secondary trading of the Closing DateSecurities, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (bC) As of the Closing Date, all the Equity Support Shares will be duly authorized and, when any Securities issued and delivered to each Subscriber against full payment therefor in accordance with outstanding on the terms of this Equity Support Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not date hereof have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorized, executed validly issued and delivered by the Issuer andare fully paid and are non-assessable; and any Securities to be issued hereafter, assuming that this Equity Support Agreement constitutes the valid when issued, shall have been duly authorized, validly issued and binding agreement of each Subscriberfully paid and will be non-assessable, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance any Securities issued and sale by outstanding on the Issuer of all date hereof have been duly registered under the Equity Support Shares pursuant to this Equity Support AgreementSecurities Act, and the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions ofsuch registration has become effective, or constitute a default under, or result in are exempt from such registration; and have been duly registered under the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”Exchange), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any laware exempt from such registration, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required any Securities to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13issued hereafter, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofwhen issued, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration shall have been duly registered under the Securities Act of 1933Act, as amended (the “Securities Act”)and such registration shall have become effective, is required for the offer or shall be exempt from such registration; and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be shall have been duly registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall bebe exempt from such registration, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (iif) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly has paid or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected caused to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it paid all taxes, if any, that may arise were payable upon or in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors original issuance of the Issuer have concluded that (A) Securities issued and outstanding on the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) abovedate hereof.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Subscriber, as of the date hereof and as of the Closing Date, that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and in good standing as a corporation under the laws of the Cayman Islands. The Issuer has all British Columbia, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Acquired Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any statutory or contractual preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islandsrights. (c) This Equity Support Subscription Agreement, the Other Subscription Agreements and the Merger Agreement has (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) As of immediately prior to the Closing and after the stock split, the authorized share capital of the Issuer will consist of an unlimited number of Common Shares, of which 75,000,000 Common Shares will be issued and outstanding, and an unlimited number of preference shares in the capital of the Issuer (the “Preference Shares”), of which no Preferred Shares will be issued and outstanding. As of immediately prior to the Closing, all of the issued and outstanding Common Shares will have been duly authorized and validly issued and will be fully paid and non-assessable and have not been issued in violation of any preemptive or similar rights. Each Common Share will have been issued in compliance in all material respects with applicable law and the Issuer’s organizational documents (as in effect at the time of such issuance). (e) The issuance execution and sale delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyhereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer Issuer, its subsidiaries or any of its properties properties, except, in the case of clauses (i) and (iii), for conflicts, breaches, violations, defaults, liens or encumbrances that would not result in an Issuer Material Adverse Effect. As used in this Subscription Agreement, “Issuer Material Adverse Effect” means any change, event, state of facts, development or occurrence that, individually or in the aggregate: (a) has had, or would reasonably be expected to have have, a Material Adverse Effect materially adverse effect on the business, assets, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole; or (b) that would materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Subscriber that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation under the laws of Ontario, in good standing under the laws of Ontario (to the Cayman Islands. The Issuer has all extent such concept exists in such jurisdiction), with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Acquired Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any statutory or contractual preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islandsrights. (c) This Equity Support Subscription Agreement, the Other Subscription Agreements and the Business Combination Agreement has (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by Since the date of its formation, the Issuer has not owned any assets, carried on any business, conducted any operations or incurred any liabilities or obligations or has not hired any employee or independent contractor, other than the execution of all the Equity Support Shares pursuant to this Equity Support Agreement, the Business Combination Agreement and any documents contemplated thereby, the performance of its obligations hereunder and under each Pledge Agreement matters ancillary thereto. (e) As of the date hereof, the authorized share capital of the Issuer consists of an unlimited number of Common Shares, of which one is issued and Control Agreement outstanding. Immediately following the Closing Date, all of the issued and outstanding Common Shares (i) will be duly authorized, validly issued, fully paid and non-assessable, (ii) will have been issued in compliance in all material respects with applicable law and (iii) will not have been issued in breach or violation of any preemptive rights or contract to which the Issuer is a party or bound. As of the date hereof and as of the Closing, the Issuer had and will have no outstanding long-term indebtedness (other than deferred underwriting fees and expenses deferred from Peridot’s initial public offering). (f) The execution and delivery by the Issuer of the Transaction Documents, and the performance by the Issuer of its obligations under the Transaction Documents, including the issuance and sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, shareholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a an “Issuer Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a have, individually or in the aggregate, an Issuer Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (eg) As There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of their respective filing dates(i) the Acquired Shares, all reports required (ii) the Common Shares to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect issued pursuant to any of Other Subscription Agreement or (iii) any securities to be issued pursuant to the SEC ReportsBusiness Combination Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. (fh) The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect. (i) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings with the SEC, (ii) filings required by applicable state or federal securities laws, (iiiii) the filings required in accordance with Section 16 of this Equity Support Agreement; 12(o), (iviii) those required by The Nasdaq the New York Stock Market LLCExchange (the “NYSE”), including with respect to obtaining approval of the Issuer’s stockholdersshareholder approval, and (viv) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a an Issuer Material Adverse Effect. (gj) As of the date hereofClosing Date, the issued and outstanding Common Shares will be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be listed for trading on the NYSE. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the SEC with respect to any intention by such entity to deregister the Common Shares, or prohibit or terminate the listing of the Common Shares, on the NYSE. The Issuer has not received any written communication from a governmental authority taken no action that alleges that is designed to terminate the Issuer is not in compliance with or is in default or violation registration of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectCommon Shares under the Exchange Act. (hk) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement5, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Acquired Shares by the Issuer to each SubscribersSubscriber in the manner contemplated by this Subscription Agreement. (il) Neither the Issuer nor any person acting on its behalf has offered engaged or sold the Equity Support Shares by will engage in any form of general solicitation or general advertising in violation (within the meaning of Regulation D of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the any offer or sale of the Equity Support Acquired Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. For the purposes of this Section 3, the term “Issuer” shall refer to (i) the Issuer as of the date hereof, and (ii) for the for purposes of the representations contained in subsections (f), (h) and (k of this Section 3 and to the extent such representations and warranties are made as of the Closing Date, the combined company after giving effect to the Transaction as of the Closing Date. The Issuer represents and warrants to each Subscribers thatSubscriber and the Placement Agents (as defined below) that as of the date hereof: (a) The Issuer (i) has been duly incorporated and is an exempted company duly incorporated, validly existing and as a private limited company in good standing under the laws of Jersey, Channel Islands, (ii) has the Cayman Islands. The Issuer has all requisite corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and to enter into, deliver into and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be and (iii) is duly incorporatedlicensed or qualified to conduct its business and, validly existing and if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the Cayman Islandsconduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. (b) As of the Closing Date, all the Equity Support Subscribed Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorizedThe Subscribed Shares are not, executed and delivered by following the Issuer andClosing, assuming that this Equity Support Agreement constitutes will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the valid and binding agreement ability of each Subscriberthe undersigned to pledge, this Equity Support Agreement is enforceable against the Issuer in accordance with its termssell, except as may be limited assign or otherwise affected transfer the Subscribed Shares under any organizational document, policy or agreement of, by or with the Issuer, but excluding (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights restrictions on transfer described in Section 5(e) of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Subscription Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any the status of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or Ordinary Shares as “restricted securities” pending their registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection accordance with the sale terms of the Equity Support Shares. (l) The Issuer is notthis Subscription Agreement, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for compliance with routine transfer registration provisions under the purposes of Cayman Islands law, is Issuer’s organizational documents and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit agreements and policies of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)’s transfer agent. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer is an exempted company duly incorporated, a corporation registered and validly existing and in good standing under the laws of the Cayman Islands. The Issuer has all Corporations Act, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As The Subscriber will acquire at the Subscription Closing (i) the full legal and beneficial ownership of the Closing DateAcquired Shares free and clear of all encumbrances, all subject to the Equity Support registration of the Subscriber in the register of shareholders; (ii) the Acquired Shares will be that have been duly authorized andand validly issued by the Issuer; (iii) the Acquired Shares free of competing rights, when issued including pre-emptive rights or rights of first refusal; and delivered to each Subscriber against (iv) the Acquired Shares that are fully paid and have no money owing in respect of them (assuming full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands). (c) This Equity Support Subscription Agreement has and the Business Combination Agreement (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes Issuer. The Transaction Documents constitute the valid and legally binding agreement obligation of each Subscriberthe Issuer, this Equity Support Agreement is enforceable against the Issuer in accordance with its their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance Assuming the accuracy of Subscriber’s representations and sale warranties set forth in Section 4 of this Subscription Agreement, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated thereby, herein and therein do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the businessIssuer’s ability to consummate the transactions contemplated by this Subscription Agreement (in each case, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation the constitution of the provisions of Issuer as amended or varied from time to time (the “Constitution”) or other organizational documents (as applicable) of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by Except for the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofConvertible Notes, there are no material outstanding securities or unresolved comments in comment letters received instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the Issuer from issuance of (i) the staff of Acquired Shares or (ii) the Division of Corporation Finance of the SEC with respect Ordinary Shares to be issued pursuant to any of Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the SEC ReportsClosing Date. (f) The Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, the Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECCommission of the Registration Statement (as defined below), (ii) filings required by applicable U.S. state or federal or Australian securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; by the Exchange, and (iv) those required by The Nasdaq Stock Market LLCconsents or filings, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain or file would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (gh) As of immediately prior to the Closing Date, the share capital of the Issuer comprises 25,129,140 Ordinary Shares and 80 outstanding shares granted under the Issuer’s MEP. All issued Ordinary Shares have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements, the Business Combination Agreement or the MEP Deed, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Ordinary Shares or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. Other than Merger Sub, NWQHPP Pty Ltd, Vast Solar Consulting Pty Ltd, Vast Solar Pty 1 Ltd, Vast Solar Aurora Pty Ltd and Silicon Aurora Pty Ltd as of the date hereof, the Issuer has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by the Business Combination Agreement. Notwithstanding the foregoing, after the date of this Subscription Agreement and before the Subscription Closing, certain other investors may enter into subscription agreements with the Issuer substantially similar to this Subscription Agreement, pursuant to which such investors (the “Future Subscribers”) would agree to subscribe for and purchase, and the Issuer would agree to issue and sell to such Future Subscribers, on the Closing Date, Ordinary Shares at the Share Purchase Price. (i) The Issuer has not received any written communication from a governmental authority that alleges entity alleging that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (j) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration under the Securities Act or “disclosure to investors” within the meaning of Chapter 6D of the Corporations Act is required for the offer and issue of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. (k) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (l) The Issuer has not entered into any side letter or similar agreement with any other subscriber pursuant to Other Subscription Agreements or any other investor in connection with such investor’s direct or indirect investment in the Issuer other than (i) the Business Combination Agreement, (ii) the Other Subscription Agreements, (iii) Additional Notes Subscription Agreements, (iv) agreements or forms thereof that have been publicly filed via the Commission’s EXXXX system, including filings made by either NETC or the Issuer, and (v) contracts with respect to the sale, supply, marketing or distribution of goods or services by operating companies. No Other Subscription Agreement (other than any Other Subscription Agreements entered into by investment companies registered under the Investment Company Act or investors advised by an investment adviser subject to regulation under the Investment Advisers Act solely to the extent contemplated by Section 2(a) hereof) contains terms (economic or otherwise) more favorable in any material respect to any such other subscribers than as set forth in this Subscription Agreement, [other than (i) the Subscription Agreement, dated as of February [13], 2023, by and between the Issuer and [Nxxxxx Lux 2 S.a.r.l.] and (ii) the Subscription Agreement, dated as of February [13], 2023, by and between the Issuer and [AgCentral Energy Pty Ltd].] (m) There is no (i) suit, action, proceeding, or arbitration pending, or, to the Issuer’s knowledge, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer, except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (hn) Assuming the accuracy of each SubscriberThe Issuer has not paid, and is not obligated to pay, any brokerage, finder’s representations and warranties set forth or other commission or similar fee in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer connection with its issuance and sale of the Equity Support Acquired Shares by to the Issuer to each SubscribersSubscriber. (io) Neither None of the Issuer Issuer, its subsidiaries or any of their affiliates, nor any person acting on its their behalf has offered has, directly or sold indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Equity Support issuance of any of the Acquired Shares by any form of general solicitation or general advertising in violation under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise or “disclosure to investors” within the meaning of Chapter 6D of the Corporations Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (kp) The Issuer is and its affiliates will not under any obligation to pay any broker’s fee directly or commission in connection with indirectly use the proceeds of the sale of the Equity Support Acquired Shares, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund a person or entity named on an OFAC List (as defined below), (ii) that is owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) that is organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Russia, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) that is a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) that is a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. (lq) The Issuer is not, and immediately after receipt of payment by the Issuer after for the consummation of the transaction contemplated hereby, Acquired Shares will not be required to register as be, an “investment company” as such term is defined in within the meaning of the Investment Company Act of 1940, as amended. (mr) The Issuer isEach form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer after with the consummation of the transaction contemplated hereby will beCommission, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and if any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder SEC Documents”) and/or ), as of their respective advisors (collectivelyfiling dates, complied in all material respects with the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit applicable requirements of the IssuerExchange Act, Securities Act, and the SPAC, applicable rules and regulations of the shareholders Commission promulgated thereunder. None of the Issuer SEC Documents (except to the extent that information contained in any Issuer SEC Document has been superseded by a later filed Issuer SEC Document) contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the shareholders statements therein not misleading, in the case of any Issuer SEC Document that is a registration statement, or included, when filed, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the SPAC. For the avoidance of doubtcircumstances under which they were made, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interestsmisleading, in light the case of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the all other Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) aboveSEC Documents.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association (as in effect at such time of issuance) bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. c. This Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 4, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would be reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would be reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (ei) As of their respective filing dates, all reports required the Acquired Shares or (ii) the Class A Shares to be filed by issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer with is now a party or by which the U.S. Securities and Exchange Commission Issuer’s properties or assets are bound, or (the “SEC”iii) since January 13any statute or any judgment, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements order, rule or regulation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofany court or governmental agency or body, there are no material outstanding domestic or unresolved comments in comment letters received by foreign, having jurisdiction over the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (f) The g. Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; 10(m), (iv) those required by The Nasdaq the New York Stock Market LLCExchange (the “NYSE”), including with respect to obtaining approval of the Issuer’s stockholdersstockholder approval, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. h. The authorized capital stock of the Issuer consists of (gi) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), (ii) 250,000,000 Class A Shares, and (iii) 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B Shares”). As of the date hereofhereof and as of immediately prior to the Closing: (1) no shares of Preferred Stock are issued and outstanding, (2) 34,500,000 Class A Shares are issued and outstanding, (3) 8,625,000 Class B Shares are issued and outstanding, and (4) 27,150,000 warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per Class A Share, are outstanding. i. The Issuer has not received any written communication communication, from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. j. The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the NYSE. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on the NYSE. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act. k. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. l. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. m. The Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the Combination Agreement, (ii) the Other Subscription Agreements; provided, that no Other Subscription Agreement included a purchase price per share that is lower than the Share Purchase Price, and (iii) that certain letter agreement, dated November 24, 2020, by and among the Issuer and the other parties thereto. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more favorable to any such Other Subscriber thereunder than the terms of this Subscription Agreement. n. The Issuer has made available to Subscriber (including via the Commission’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that, with respect to the proxy statement to be filed by the Issuer with respect to the Transaction or any of its affiliates included in any SEC Document or filed as an exhibit thereto, the representation and warranty in this sentence is made to the Issuer’s knowledge. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception. There are no material outstanding or unresolved comments in comment letters from the Staff of the Commission with respect to any of the SEC Documents. o. Except for such matters as have not had and would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. p. Except for placement fees payable to Credit Suisse Securities (hUSA) Assuming the accuracy of each Subscriber’s representations LLC, Citigroup Global Markets Inc. and warranties set forth Xxxxx and Company, LLC, in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, their capacity as amended (the “Securities Act”), is required placement agents for the offer and sale of the Equity Support Acquired Shares by (in such capacity, the “Placement Agents”), the Issuer has not paid, and is not obligated to each Subscriberspay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer. (i) Neither q. None of the Issuer Issuer, its subsidiaries or any of their affiliates, nor any person acting on its their behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have nothas, directly or indirectly, negotiated made any offers or entered into an Excluded Financing with sales of any other parties for the benefit security or solicited any offers to buy any security, under circumstances that would require registration of the Issuer, the SPAC, the shareholders issuance of any of the Issuer or Acquired Shares under the shareholders Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Securities Act or otherwise. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. For the purposes of this Section 3, the term “Issuer” shall refer to (i) the Issuer as of the date hereof, and (ii) for the for purposes of the representations contained in subsections (f), (h) and (k) of this Section 3 and to the extent such representations and warranties are made as of the Closing Date, the combined company after giving effect to the Transaction as of the Closing Date. The Issuer represents and warrants to each Subscribers thatSubscriber and the Placement Agents (as defined below) that as of the date hereof: (a) The Issuer (i) has been duly incorporated and is an exempted company duly incorporated, validly existing and as a private limited company in good standing under the laws of Jersey, Channel Islands, (ii) has the Cayman Islands. The Issuer has all requisite corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and to enter into, deliver into and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be and (iii) is duly incorporatedlicensed or qualified to conduct its business and, validly existing and if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the Cayman Islandsconduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. (b) As of the Closing Date, all the Equity Support Subscribed Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorizedThe Subscribed Shares are not, executed and delivered by following the Issuer andClosing, assuming that this Equity Support Agreement constitutes will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the valid and binding agreement ability of each SubscriberSubscriber to pledge, this Equity Support Agreement is enforceable against the Issuer in accordance with its termssell, except as may be limited assign or otherwise affected transfer the Subscribed Shares under any organizational document, policy or agreement of, by or with the Issuer, but excluding (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights restrictions on transfer described in Section 5(e) of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Subscription Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any the status of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or Ordinary Shares as “restricted securities” pending their registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection accordance with the sale terms of the Equity Support Shares. (l) The Issuer is notthis Subscription Agreement, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for compliance with routine transfer registration provisions under the purposes of Cayman Islands law, is Issuer’s organizational documents and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit agreements and policies of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)’s transfer agent. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. For purposes of this Section 4, the term “Issuer” shall refer to the Issuer as of the date hereof and, for purposes of only representations contained in paragraphs (h), (i), (k), (n), (p),and (r) of this Section 4 and to the extent such representations and warranties are made as of the Closing Date, the combined company after giving effect to the Acquisition. The Issuer represents and warrants to each Subscribers that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing Registration Rights Agreement (as defined below) and in good standing under the laws of the Cayman IslandsPurchase Agreement. (b) As of the Closing Date, all the Equity Support The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and duly registered, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum amended and articles restated certificate of association (as in effect at such time of issuance) incorporation and bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) The maximum number of Common Shares issuable upon conversion of the Preferred Shares pursuant to the Subscriber’s Preferred Subscription have been duly authorized and reserved and, when such Common Shares are issued upon conversion of such Preferred Shares in accordance with the terms thereof, will be validly issued, fully paid and non-assessable, and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s amended and restated certificate of incorporation and bylaws or under the laws of the State of Delaware. (d) This Equity Support Subscription Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by the Issuer andIssuer, assuming that this Equity Support Agreement and each constitutes the a legal valid and binding agreement obligation of each Subscriberthe Issuer , this Equity Support Agreement is enforceable against the Issuer it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (de) The Registration Rights Agreement will constitute upon execution and delivery by the Issuer a legal valid and binding obligation of the Issuer enforceable against it in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (f) The execution, delivery and performance of this Subscription Agreement, the Registration Rights Agreement and the Purchase Agreement (including compliance by the Issuer with all of the provisions hereof and thereof), the issuance and sale by of the Issuer of all the Equity Support Acquired Shares pursuant to this Equity Support Agreement, and the performance consummation of its obligations hereunder the other transactions contemplated herein and under each Pledge in the Registration Rights Agreement and Control Purchase Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have a material adverse effect Material Adverse Effect (as defined in the Purchase Agreement) on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), NRC or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement, the Registration Rights Agreement or the Purchase Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement, the Registration Rights Agreement or the Purchase Agreement. (eg) As of their respective filing dates, all reports required There are no securities or instruments issued by or to be filed by which the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As is a party as of the date hereof, there are no material outstanding hereof containing anti-dilution or unresolved comments in comment letters received similar provisions that will be triggered by the Issuer from the staff issuance of the Division of Corporation Finance of Acquired Shares that have not been or will not be validly waived on or prior to the SEC with respect to any of the SEC ReportsClosing Date. (fh) The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement). (i) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support Acquired Shares), the Registration Rights Agreement or the Purchase Agreement, other than (i) filings with the SEC, including the Proxy Statement, the Registration Statement (as defined below) and any Current Reports on Form 8-K relating to the Acquisition, (ii) filings required by applicable state securities laws, (iii) the filings filing required in accordance with Section 16 11(p) of this Equity Support Subscription Agreement; (iv) those required by The Nasdaq the New York Stock Market LLCExchange with respect to the NYSE American (f/k/a NYSE MKT) market (the “NYSE”), including with respect to obtaining approval Issuer stockholder approval, (v) the filing of the Issuer’s stockholders, Certificate of Designations with the Secretary of State of the State of Delaware and (vvi) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (gj) The authorized capital stock of the Issuer consists of (i) 1,000,000 undesignated Preferred Shares and (ii) 200,000,000 Common Shares. As of the date hereof: (i) no Preferred Shares are issued and outstanding, (ii) 32,081,250 Common Shares are issued and outstanding and (iii) 19,248,750 redeemable public purchase warrants and 9,600,000 private placement warrants are outstanding. As of the Closing Date, and subject to approval by the Issuer’s stockholders, the authorized capital stock of the Issuer will consist of (i) 5,000,000 Preferred Shares, at least 1,300,000 of which will be designated as 7.00% Series A Convertible Cumulative Preferred Stock, and (ii) 200,000,000 Common Shares. (k) The Issuer has not received any written communication since March 31, 2018 from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (as defined in the Purchase Agreement). (l) The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE American under the symbol “HCAC.” There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the SEC with respect to any intention by such entity to deregister the Common Shares or prohibit or terminate the listing of the Common Shares on the NYSE American. The Issuer has taken no action that is designed to terminate the registration of the Common Shares under the Exchange Act. (m) The NYSE American will have approved the issuance of the Preferred Shares prior to the Closing Date. (n) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber. (o) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (p) As of the date hereof, the Issuer has not entered into any side letter or similar agreement with any other investor in connection with such other investor’s direct or indirect investment in the Issuer other than (x) the Purchase Agreement and (y) that certain Subscription Agreement, dated as of the date hereof, with X.X. Xxxxxx & Company, LLC. (q) The Issuer has made available to Subscriber (including via the SEC’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the SEC since its initial registration of the Common Shares (the “SEC Documents”). None of the SEC Documents filed under the Exchange Act contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the SEC since its inception. There are no material outstanding or unresolved comments in comment letters from the SEC Staff with respect to any of the SEC Documents. (r) Except for such matters as have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse EffectEffect (as defined in the Purchase Agreement), there is no (i) action, lawsuit, claim, suit, arbitration, hearing, examination or judicial or legal proceeding or investigation, whether civil, criminal or administrative, at law or in equity, or by or before any governmental authority pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. (hs) Assuming Except for placement agent fees payable to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel,” and together with Credit Suisse, in their respective capacities as placement agents with respect to the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer issuance and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction ClosingAcquired Shares, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b“Placement Agents”) of the Exchange Act. Following at the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer has not paid, and is not under obligated to pay, any obligation to pay any brokerbrokerage, finder’s or other fee or commission in connection with the its issuance and sale of the Equity Support Acquired Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated herebyincluding, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Issuer. (pt) The Proxy Statement, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, will not include any 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, in light of the circumstances under which they were made, not misleading. (u) As of the date hereof, each all representations and warranties of NRC and NRC Seller that are contained in the Issuer Purchase Agreement are true and correct in all material respects, to the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors knowledge of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) aboveinquiry.

Issuer Representations and Warranties. For the purposes of this Section 3, the term “Issuer” shall refer to (i) the Issuer as of the date hereof, and (ii) for the for purposes of the representations contained in subsections (f), (h) and (k) of this Section 3 and to the extent such representations and warranties are made as of the Closing Date, the combined company after giving effect to the Transaction as of the Closing Date. The Issuer represents and warrants to each Subscribers thatEquity Subscriber, Warrant Subscriber and the Placement Agents (as defined below) that as of the date hereof: (a) The Issuer (i) has been duly incorporated and is an exempted company duly incorporated, validly existing and as a private limited company in good standing under the laws of Jersey, Channel Islands, (ii) has the Cayman Islands. The Issuer has all requisite corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and to enter into, deliver into and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be and (iii) is duly incorporatedlicensed or qualified to conduct its business and, validly existing and if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the Cayman Islandsconduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. (b) As of the Closing Date, all the Equity Support Subscribed Shares will be duly authorized and, when issued and delivered to each Equity Subscriber against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been As of the Closing Date, the Warrants (as defined below) will be duly authorizedauthorized and, executed when issued and delivered by to Warrant Subscriber against full payment therefor in accordance with the Issuer andterms of this Subscription Agreement, assuming that this Equity Support Agreement constitutes will be validly issued and constitute the valid and binding agreement obligation of each Subscriberthe Issuer, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to or affecting creditors generally and by the rights availability of creditors generally, or (ii) principles of equity, whether considered at law or equityequitable remedies. (d) The issuance Subscribed Shares and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementWarrants are not, and following the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated therebyClosing, will not conflict with be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or result in a breach or violation of any restriction on the ability of the terms undersigned to pledge, sell, assign or provisions otherwise transfer the Subscribed Shares or Warrants under any organizational document, policy or agreement of, by or constitute a default underwith the Issuer, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of but excluding (i) any indenture, mortgage, deed the restrictions on transfer described in Section 5(d) of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC Subscription Agreement with respect to any the status of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or Ordinary Shares as “restricted securities” pending their registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection accordance with the sale terms of the Equity Support Shares. (l) The Issuer is notthis Subscription Agreement, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for compliance with routine transfer registration provisions under the purposes of Cayman Islands law, is Issuer’s organizational documents and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit agreements and policies of the Issuer, ’s transfer agent and (iii) restrictions on the SPAC, the shareholders resale of the Issuer or Subscribed Shares under the shareholders applicable securities laws of the SPAC. For the avoidance Province of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Ontario. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Investor that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman IslandsIslands (to the extent such concept exists in such jurisdiction). The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the each Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation and in good standing under the laws of the Cayman IslandsState of Delaware. (b) As of the each Closing Date, all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber the Investor against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman IslandsDelaware General Corporation Law. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each Subscriberthe Investor, this Equity Support Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Subscription Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) SEC since January 13July 24, 2021 2020 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 13 of this Equity Support Subscription Agreement; , (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable ​ ​ law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriberthe Investor’s representations and warranties set forth in Section 6 of this Equity Support Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribersthe Investor. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following As of the Transaction Closingdate hereof, the issued and outstanding Shares Class A ordinary shares of the Issuer will be are registered pursuant to Section 12(b) of the Exchange Act. Following the ClosingDomestication, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and Shares other than to the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” Placement Agents (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Actbelow). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers Subscriber that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support The Acquired Shares will be have been duly authorized by the Issuer and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable assessable, free and clear of all liens or other restrictions (except as otherwise stated herein) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association bylaws (each, as in effect at such time of issuance) or amended concurrently with the Closing), under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware, under any agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or otherwise. (c) This Equity Support Agreement has Subscription Agreement, the Business Combination Agreement, the Other Subscription Agreements and any other agreements related to or executed in connection with the Transactions (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the Transaction Documents have been duly authorized, executed and delivered by the other parties thereto, are valid and binding agreement obligations of each Subscriberthe Issuer, this Equity Support Agreement is and are enforceable against the Issuer it in accordance with its their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents, including the issuance and sale by of the Issuer of all the Equity Support Acquired Shares pursuant to this Equity Support Agreement, and the performance consummation of its obligations hereunder the Transactions and under each Pledge Agreement and Control Agreement and the other transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that properties, that, in the case of clause (i) or (iii), would reasonably be expected to have a Material Adverse Effect Effect. For purposes of this Subscription Agreement, a “Material Adverse Effect” means an event, change, development, occurrence, condition or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC effect with respect to any of the SEC Reports. Issuer and its subsidiaries, taken together as a whole (f) The Issuer is not required to obtain any consenton a consolidated basis), waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to havethat, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to havehave a material adverse effect on the business, properties, assets, liabilities, operations, financial condition, stockholders’ equity or results of operations of the Issuer or Target or their respective subsidiaries individually or in taken as a whole and including the aggregatecombined company after giving effect to the Transactions, a Material Adverse Effect. or materially affect, impede, or prevent the Issuer’s ability to consummate the (hi) Assuming transactions contemplated hereby, including the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer issuance and sale of the Equity Support Acquired Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debtsTransactions. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers Subscriber that: (a) The Issuer is an exempted company duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands. The Issuer has all , with the requisite corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing DateClosing, all the Equity Support Subscription Shares will be have been duly authorized by the Issuer and, when issued and delivered to each Subscriber against full payment therefor for the Subscription Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered in the Issuer’s register of members, the Equity Support Subscription Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, Act (as amended, revised) of the Cayman Islands. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or other laws relating to or affecting the creditors’ rights of creditors generallygenerally and subject, or (ii) as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law or equitylaw. (d) The issuance and sale of the Subscription Shares and the compliance by the Issuer with all of all the Equity Support Shares pursuant to provisions of this Equity Support AgreementSubscription Agreement and the consummation of the transactions herein will be done in accordance with The Nasdaq Stock Market LLC (“Nasdaq”) marketplace rules and the Rules Governing the Listing of Securities on the HKSE (the “Listing Rules”), as applicable, and the performance consummation of its obligations hereunder and under each Pledge Agreement and Control Agreement and the other transactions contemplated therebyherein and in the Other Subscription Agreements, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; , or (iiiii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any that, in the cases of its properties that clauses (i) and (ii), would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the Issuer’s ability to consummate the transactions contemplated by this Subscription Agreement (an “Issuer Material Adverse Effect Effect”) or materially affect the validity of the Equity Support Subscription Shares or the ability or legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by Assuming the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements accuracy of the Exchange Act representations and the rules and regulations warranties of the SEC promulgated thereunder. As of Subscriber, the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person person, whether in the United States, Hong Kong or any other jurisdiction, in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementSubscription Shares), other than (i) filings the filing with the SECUnited States Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) the filings required by the Hong Kong Securities and Futures Commission (the “SFC”), (iii) the filings required by applicable state securities laws, regulations and securities exchange rules (iiiincluding the Listing Rules), (iv) the filings required in accordance with Section 16 of this Equity Support Agreement; 10(o), (ivv) those the filings required by The Nasdaq Stock Market LLCor HKSE, including with respect to obtaining approval of shareholder approval, (vi) those required to consummate the Issuer’s stockholderstransactions as provided under the Merger Agreement, and (vvii) those any consent, waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a an Issuer Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (hf) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement4, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Subscription Shares by the Issuer to each SubscribersSubscriber in the manner contemplated by this Subscription Agreement. (ig) Neither the Issuer nor any person acting on its behalf has offered engaged or sold the Equity Support Shares by will engage in any form of general solicitation or general advertising in violation (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Subscription Shares. (h) Neither the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Issuer security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Subscription Shares. (i) Except as provided in this Subscription Agreement and the Other Subscription Agreements, none of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Subscription Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 152(a) of the Securities Act or otherwise. (j) Following Other than the Transaction ClosingPlacement Agent (as defined below), the issued and outstanding Shares Issuer has not engaged any broker, finder, commission agent, placement agent or arranger in connection with the sale of the Issuer will be registered pursuant to Section 12(b) of Subscription Shares, and the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support SharesSubscription Shares other than to the Placement Agent. (lk) The Issuer is not, Other Subscription Agreements reflect (or will reflect) the same Per Share Subscription Price and other material terms and conditions (including the Issuer after registration rights) with respect to the consummation subscription of the transaction contemplated hereby, will not be required Company Shares that are no more favorable from an economic perspective to register as an “investment company” as such term is defined the respective Other Subscribers thereunder in any material respect than the Investment Company Act terms of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amendedthis Subscription Agreement, other than a person terms particular to the regulatory requirements of such investor or its affiliates or related funds that is an eligible contract participant under Section 1a(18)(C) are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the Commodity Exchange Act)relevant Company Shares. (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers Subscriber that: (a) The Issuer is an exempted company duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands. The Issuer has all , with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Acquired Shares will be have been duly authorized by the Issuer and, when issued and delivered to each the Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered in the Issuer’s share register or register of members (as applicable), the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable assessable, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement or applicable state or federal securities laws) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, laws of the Cayman Islands. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each the Subscriber, this Equity Support Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or other laws relating to or affecting the creditors’ rights of creditors generallygenerally and subject, or (ii) as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law or equitylaw. (d) The issuance and sale of the Acquired Shares and the compliance by the Issuer with all of all the Equity Support Shares pursuant to provisions of this Equity Support AgreementSubscription Agreement and the consummation of the transactions herein will be done in accordance with The Nasdaq Stock Market LLC (“Nasdaq”) marketplace rules, and the performance consummation of its obligations hereunder and under each Pledge Agreement and Control Agreement and the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that that, in the cases of clauses (i) and (iii), would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition or results of operations of the Issuer and its subsidiaries taken as a whole (a “Material Adverse Effect Effect”) or materially affect the validity or enforceability of the Equity Support Acquired Shares or the ability or legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other United States federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECUnited States Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) the filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; 10(n), (iv) those required by The Nasdaq Stock Market LLCNasdaq, including with respect to obtaining approval of the Issuer’s stockholdersshareholder approval, and (v) those any consent, waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (gf) As There is no (i) investigation, action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Issuer as of the date hereofof this Subscription Agreement, threatened in writing against the Issuer that affects or would reasonably be expected to affect the Issuer’s ability to consummate the transactions contemplated by this Subscription Agreement, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer that affects or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the validity of the Acquired Shares or the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement. (g) The Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the validity of the Acquired Shares or the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement. The Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the validity of the Acquired Shares or the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement4, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Acquired Shares by the Issuer to each SubscribersSubscriber in the manner contemplated by this Subscription Agreement. (i) Neither the Issuer nor any person acting on its behalf has offered engaged or sold the Equity Support Shares by will engage in any form of general solicitation or general advertising in violation (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (j) Following Neither the Transaction ClosingIssuer, the issued and outstanding Shares nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Issuer security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer will be registered pursuant to on Section 12(b4(a)(2) of the Exchange Act. Following Securities Act for the Closing, exemption from registration for the Equity Support Shares are expected to be registered under transactions contemplated hereby or would require registration of the Exchange Actissuance of the Acquired Shares. (k) The Except as provided in this Subscription Agreement, the Other Subscription Agreements, and the agreements in relation to the investment of $55,000,000 by a certain asset management fund and/or its Affiliates in the Company by way of subscribing for certain convertible debentures of the Company and Company Ordinary Shares, none of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise. (l) Except for placement fees payable to UBS Securities LLC, Mxxxxxx Lxxxx (Asia Pacific) Limited and Inte Securities LLC, in their capacities as placement agents for the offer and sale of the Acquired Shares (in such capacities, the “Placement Agents”), the Issuer has not paid, and is not under obligated to pay, any obligation to pay any brokerbrokerage, finder’s or other fee or commission in connection with the its issuance and sale of the Equity Support Acquired Shares. , including, for the avoidance of doubt, any fee or commission payable to any shareholder or affiliate, as defined in Rule 144 under the Securities Act (l) The Issuer is not“Affiliate”), and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amendedIssuer. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an No “eligible contract participantbad actor” (as such term is defined disqualifying event described in Section 1a(18Rule 506(d)(1)(i)-(viii) of the Commodity Exchange Securities Act (a “Disqualification Event”) is applicable to the Issuer or, to the Issuer’s knowledge, any Issuer Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Issuer Covered Person” means, with respect to the Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, as amended, other than a any person listed in the first paragraph of Rule 506(d)(1). The Issuer represents that is an eligible contract participant under Section 1a(18)(C) it has exercised reasonable care to determine the accuracy of the Commodity Exchange Act). (n) Neither representation made by the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debtsthis paragraph. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Backstop Investor that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman IslandsIslands (to the extent such concept exists in such jurisdiction). The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Backstop Subscription Agreement. As of the Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation and in good standing under the laws of the Cayman IslandsState of Delaware. (b) As of the Closing Date, all the Equity Support Backstop Shares will be duly authorized and, when issued and delivered to each Subscriber the Backstop Investor against full payment therefor in accordance with the terms of this Equity Support Backstop Subscription Agreement, the Equity Support Backstop Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman IslandsDelaware General Corporation Law. (c) This Equity Support Backstop Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Backstop Subscription Agreement constitutes the valid and binding agreement of each Subscriberthe Backstop Investor, this Equity Support Backstop Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Backstop Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Backstop Subscription Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Backstop Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Backstop Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Backstop Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Backstop Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13July 24, 2021 2020 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Backstop Shares pursuant to this Equity Support Backstop Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 13 of this Equity Support Backstop Subscription Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriberthe Backstop Investor’s representations and warranties set forth in Section 6 of this Equity Support Backstop Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Backstop Shares by the Issuer to each Subscribersthe Backstop Investor. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Backstop Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following As of the Transaction Closingdate hereof, the issued and outstanding Shares Class A ordinary shares of the Issuer will be are registered pursuant to Section 12(b) of the Exchange Act. Following the ClosingDomestication, the Equity Support Backstop Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and Backstop Shares other than to the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” Placement Agents (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Actbelow). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents makes the following representations and warrants covenants to each Subscribers thatthe Company and the Trustee as the basis for its undertaking herein contained: (ai) The Issuer is an exempted company duly incorporated, validly existing and in good standing a home rule unit under the laws Section 6(a) of Article VII of the Cayman Islands. The Issuer has all power (corporate or otherwise) 1970 Constitution of the State, is authorized and authority empowered by the provisions of the Constitution and the Bond Ordinance to own, lease and operate its properties and conduct its business as presently conducted enter into the transactions contemplated by this Loan Agreement and to enter into, deliver and perform carry out its obligations under hereunder, and by proper action of its governing body has been duly authorized to execute and deliver the Indenture, the Purchase Contract, this Equity Support Loan Agreement and the Tax Agreement. As . (ii) It is the Issuer’s understanding, based upon certain representations of the Closing DateCompany, that the issuance and sale of the Bonds and the loaning of the proceeds of the Bonds to the Company (which proceeds will be applied for the benefit of the Company) is to provide a portion of the moneys required to (A) finance, refinance or reimburse the Company for all or a portion of the Project, (B) pay a portion of the interest to accrue on the Bonds during construction of the Project, and (C) pay certain costs relating to the issuance of the Bonds. (iii) To provide funds to loan to the Company for the purposes described in clause (ii) above, the Issuer will has authorized its Bonds in the aggregate principal amount of $90,000,000 to be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with upon the terms set forth in the Indenture, pursuant to which certain of this Equity Support Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as interests in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Loan Agreement, and the performance of its obligations hereunder revenues and under each Pledge Agreement and Control income to be derived by the Issuer pursuant to this Loan Agreement and the payment of principal, premium, if any, interest and other revenues hereunder (other than Unassigned Rights), will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds, and any fees and expenses due under the Indenture. The Issuer covenants that it has not and will not pledge or assign its interest in this Loan Agreement, or the revenues and receipts derived pursuant to this Loan Agreement, excepting Unassigned Rights, other than to the Trustee under the Indenture to secure the Bonds. (iv) Neither the Issuer’s execution and delivery of this Loan Agreement, its consummation of the transactions contemplated therebyon its part hereby, will not conflict nor the Issuer’s fulfillment of or compliance with the terms and conditions of this Loan Agreement conflicts with or result results in a breach or violation of the terms, conditions and provisions of any of the terms or provisions ofmaterial restriction, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party, or by which it or any of its subsidiaries property is bound, or constitutes a party default under any of the foregoing. (including without limitation v) To the Transaction Agreement) or by which best of its knowledge, no member of the Board of Commissioners of the Issuer or any of its subsidiaries is bound officer or to which any of the property or assets other official of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result interested in any violation of the provisions of the organizational documents of the Issuer; or (iii) result manner which is prohibited by law in any violation of any lawcontract, statute employment, lease, purchase or any judgment, order, rule sale made or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person made in connection with the issuance of proposed transactions contemplated by the Equity Support Shares pursuant to Indenture, this Equity Support Agreement, other than (i) filings Loan Agreement or the Purchase Contract. Concurrently with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereofClosing Date, the Issuer has not received any written communication from shall execute and deliver a governmental authority that alleges that certificate reaffirming the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s foregoing representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each SubscribersClosing Date. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer is an exempted has been incorporated as a Dutch private limited liability company duly incorporated(besloten vennootschap met beperkte aansprakelijkheid) and is, following conversion of its legal form, validly existing and as a Dutch public company (naamloze vennootschap) in good standing (or such equivalent concept to the extent it exists under the laws of the Cayman Islands. The Issuer has all Netherlands) under the laws of the Netherlands, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and as the Issuer currently contemplates shall be conducted following the Transactions and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered in the Issuer’s shareholders’ register, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable (meaning that the holders of the Acquired Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Acquired Shares), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or association, under the Companies Act, as amended, laws of the Cayman IslandsNetherlands, or pursuant to any other understanding, right, agreement or otherwise. c. This Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 5, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would be reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, shareholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation the articles of the provisions of the organizational documents association of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would be reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (ei) As of their respective filing dates, all reports required the Acquired Shares or (ii) the Ordinary Shares to be filed by issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the articles of association of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer with is now a party or by which the U.S. Securities and Exchange Commission Issuer’s properties or assets are bound, or (the “SEC”iii) since January 13any statute or any judgment, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements order, rule or regulation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofany court or governmental agency or body, there are no material outstanding domestic or unresolved comments in comment letters received by foreign, having jurisdiction over the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (f) The g. Assuming the accuracy of Subscriber’s representations and warranties in Section 5, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECCommission of the Registration Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) those required by the filings required in accordance with Section 16 of this Equity Support Agreement; NYSE, and (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. h. As of the date hereof, one (1) Ordinary Share is issued and outstanding. There are no securities or instruments issued by or to which Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the Ordinary Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. There are no stockholder agreements, voting trusts or other agreements or understandings to which Issuer is a party or by which it is bound relating to the voting of any securities of Issuer, other than (1) as set forth in the SEC Documents and (2) as contemplated by the Combination Agreement. i. The Issuer is in compliance with all applicable laws, except where such noncompliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the . The Issuer has not received any written communication from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. j. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. k. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. l. The Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the Combination Agreement, (ii) the Other Subscription Agreements; provided, that no Other Subscription Agreement included a purchase price per share that is lower than the Share Purchase Price or includes terms and conditions that are materially more advantageous to any such Other Subscriber, investor or potential investor (as compared to Subscriber), other than terms particular to the regulatory requirements of such Subscriber or its affiliates or related funds, (iii) that certain letter agreement, dated February 8, 2021 by and among the Sponsor, Spartan and the other parties thereto, as amended on the date hereof, (iv) agreements or forms thereof that have been publicly filed via the Commission’s XXXXX system, including filings made by either Spartan or the Issuer and (v) commercial arrangements between operating subsidiaries of the Company or the Company and any strategic Other Subscriber or its affiliates. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase Price and economic terms that are no more favorable to any such Other Subscriber thereunder than the terms of this Subscription Agreement (other than (A) the alternative settlement mechanics available to investment companies registered under the Investment Company Act or investors advised by an investment adviser subject to regulation under the Investment Advisers Act as contemplated by Section 2(b) hereof or (B) commercial arrangements between operating subsidiaries of the Company or the Company and any strategic Other Subscriber or its affiliates). m. Except for such matters as have not had and would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. n. Except for placement fees payable to Barclays Capital Inc. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities ActBarclays”), is required Citigroup Global Markets, Inc. (“Citi”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxxx Sachs International (“Xxxxxxx Xxxxx”), and Apollo Global Securities, LLC (“AGS”), in their capacity as placement agents for the offer and sale of the Equity Support Acquired Shares by (in such capacity, the “Placement Agents”), the Issuer has not paid, and is not obligated to each Subscriberspay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer; provided, however, that Barclays, Credit Suisse and Citi will separately receive deferred underwriting commissions, as disclosed in Spartan’s final prospectus relating to its initial public offering dated February 8, 2021, upon the closing of the Transactions; provided, further, that Credit Suisse may separately receive fees from the Company in its capacity as financial advisor and capital markets advisor to the Company. (i) Neither o. None of the Issuer Issuer, its subsidiaries or any of their affiliates, nor any person acting on its their behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have nothas, directly or indirectly, negotiated made any offers or entered into an Excluded Financing with sales of any other parties for the benefit security or solicited any offers to buy any security, under circumstances that would require registration of the Issuer, the SPAC, the shareholders issuance of any of the Issuer or Acquired Shares under the shareholders Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Securities Act or otherwise. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Investor that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman IslandsIslands (to the extent such concept exists in such jurisdiction). The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation and in good standing under the laws of the Cayman IslandsState of Delaware. (b) As of the Closing Date, all the Equity Support Shares shares of Common Stock issuable upon conversion of the Notes (the “Underlying Shares”) will be duly authorized and, when issued upon conversion of the Notes, will be validly issued, fully paid and non-assessable, free and clear of any liens or other restrictions (other than those arising under applicable securities laws or by and through Investor lock up) and will not have been issued in violation of any preemptive rights created under the Issuer’s organizational documents (as adopted on or prior to the Closing Date), by any contract to which the Issuer is a party or by which it is bound, or under the laws of its jurisdiction of incorporation. (c) As of the Closing Date, the Subscribed Notes will be duly authorized and, when issued and delivered to each Subscriber the Investor against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares Subscribed Notes will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman IslandsDelaware General Corporation Law. (cd) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each Subscriberthe Investor, this Equity Support Subscription Agreement is enforceable against Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. As of the Closing Date, the Registration Rights Agreement, the Indenture and the Guarantees will have been duly authorized by Issuer and the Guarantors, as applicable, and when duly authorized, executed and delivered by the Issuer, the Guarantors and the other parties thereto (including the Trustee), will constitute a legal, valid and binding obligation of Issuer and the Guarantors, as applicable, enforceable against Issuer and the Guarantors, respectively, in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (de) The execution, delivery and performance of this Subscription Agreement and the Indenture, the issuance and sale of the Subscribed Notes and the compliance by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance Guarantors with all of its obligations hereunder and under each Pledge Agreement and Control the provisions of this Subscription Agreement and the Indenture and the consummation of the transactions contemplated thereby, herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Issuer, the Issuer Guarantors or any of its their respective subsidiaries is a party (including without limitation the Transaction Agreement) or by which Issuer, the Issuer Guarantors or any of its their respective subsidiaries is bound or to which any of the property or assets of Issuer or the Issuer Guarantors is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Issuer, the Issuer Guarantors and its their respective subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares Subscribed Notes or the Underlying Shares, or any guarantee by a Guarantor or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support AgreementSubscription Agreement or the Indenture; (ii) result in any violation of the provisions of the organizational documents of the IssuerIssuer or any Guarantor; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any Guarantor or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares Subscribed Notes, the Indenture, the Guarantees or the legal authority of Issuer or the Issuer Guarantors to comply in all material respects with its obligations under this Equity Support Subscription Agreement, the Indenture and the Guarantees. (ef) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13July 24, 2021 2020 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (fg) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement and the Indenture, the issuance and sale of the Equity Support Shares pursuant to Notes and the compliance by the Issuer and the Guarantors with all of the provisions of this Equity Support AgreementSubscription Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 13 of this Equity Support Subscription Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (gh) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (hi) Assuming the accuracy of each Subscriberthe Investor’s representations and warranties set forth in Section 6 of this Equity Support Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares Subscribed Notes by the Issuer to each Subscribersthe Investor and the issuance of the Underlying Shares (if any) to the Investor. (ij) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares Subscribed Notes by any form of general solicitation or general advertising in violation of the Securities Act. (jk) Following As of the Transaction Closingdate hereof, the issued and outstanding Shares Class A ordinary shares of the Issuer will be are registered pursuant to Section 12(b) of the Exchange Act. Following the ClosingDomestication, the Equity Support Shares are Common Stock is expected to be registered under the Exchange Act. (kl) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and Subscribed Notes other than to the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” Placement Agents (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Actbelow). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Investor that: (a) The As of the date hereof and prior to the Domestication, Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman IslandsIslands (to the extent such concept exists in such jurisdiction). The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation and in good standing under the laws of the Cayman IslandsState of Delaware, with all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. (b) As of the Closing Date, all the Equity Support The Shares will be duly authorized and, when issued and delivered to each Subscriber the Investor against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid paid, free and clear of all liens or other encumbrances (other than those arising under applicable securities laws) and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association organizational documents (as in effect at such time of issuance) or under the Companies Act, as amended, Delaware General Corporation Law or the laws of the Cayman Islands, if applicable. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each Subscriberthe Investor, this Equity Support Subscription Agreement is constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The Assuming the accuracy of the Investor’s representations and warranties in Section 6, the execution, delivery and performance of this Subscription Agreement, including the issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Subscription Agreement and Control Agreement and the transactions contemplated thereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition condition, or results of operations of the Issuer and its subsidiaries, taken as a whole (a an “Issuer Material Adverse Effect”), ) or materially affect a material effect on the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a an Issuer Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support AgreementEffect. (e) As of their respective filing dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 SEC (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder. As thereunder as of the date hereofof such filing (as amended, there as applicable). None of the SEC Reports filed under the Exchange Act included, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Issuer makes no such representation or warranty with respect to any registration statement or any proxy statement/prospectus to be filed by the Issuer with respect to the Transaction or any other information relating to the Company or any of its affiliates included in any SEC Report or filed as an exhibit thereto. There are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. Notwithstanding the foregoing, this representation and warranty shall not apply to any statement or information in the SEC Reports that relates to the topics referenced in the SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021 or any subsequent guidance, statements or interpretations issued by the SEC or the Staff (collectively, the “SEC Statement”), nor shall any correction, amendment or restatement of Issuer’s financial statements due to the SEC Statement or to other accounting matters related to initial public offering securities or expenses, nor any changes in accounting or disclosure related thereto, be deemed to be a breach of any representation or warranty by Issuer. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Subscription Agreement, other than (i) filings with the SEC, (ii) in connection with or as a result of the SEC Statement, (iii) filings required by applicable state securities laws, (iiiiv) the filings required in accordance with Section 16 13 of this Equity Support Subscription Agreement; (ivv) those required by The Nasdaq the New York Stock Market LLCExchange or Nasdaq, as applicable, including with respect to obtaining approval of the Issuer’s stockholders, and (vvi) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a an Issuer Material Adverse Effect. (g) As of the date hereof, the authorized share capital of Issuer consists of 500,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), and 5,000,000 preferred shares, par value $0.0001 per share (“Preferred Shares”). As of the date hereof: (i) 97,750,000 Class A Shares (including those underlying Issuer’s units), 24,437,500 Class B Shares and no Preferred Shares were issued and outstanding; and (ii) 21,118,750 warrants, each exercisable to purchase one (1) Class A Share at $11.50 per share (“Warrants”), were issued and outstanding, including 12,218,750 public warrants (including those underlying Issuer’s units) and 8,900,000 private placement warrants. No Warrants are exercisable on or prior to the Closing. (h) There are no securities or instruments issued by or to which Issuer is a party containing anti-dilution or similar provisions that will be triggered, and not fully waived by the holder of such securities or instruments pursuant to a written agreement or consent, by (i) the issuance of the Shares pursuant to this Subscription Agreement, (ii) the issuance of the Shares to be issued pursuant to any Other Subscription Agreement and (iii) the consummation of the Transaction. (i) Except for such matters as have not had an Issuer Material Adverse Effect, the Issuer is, and has been since its inception, in compliance with all state and federal laws applicable to the conduct of its business. The Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have an Issuer Material Adverse Effect. As of the date hereof, Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a an Issuer Material Adverse Effect. For the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters or communications arise from or relate to the SEC Statement and, in such case, such matters or communications shall not constitute a breach of any representation or warranty by Issuer. (hj) Assuming the accuracy of each Subscriberthe Investor’s representations and warranties set forth in Section 6 of this Equity Support Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribersthe Investor. (ik) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (jl) Following As of the Transaction Closingdate hereof, the issued and outstanding Shares Class A ordinary shares of the Issuer will be are registered pursuant to Section 12(b) of the Exchange ActAct and are listed for trading on Nasdaq or such other applicable stock exchange on which Issuer’s or its successor’s common stock is then listed. Following There is no suit, action, proceeding or investigation pending or, to the Closingknowledge of Issuer, threatened against Issuer by Nasdaq or such other applicable stock exchange on which Issuer’s or its successor’s common stock is then listed or the SEC with respect to any intention by such entity to deregister the Shares or prohibit or terminate the listing of the Shares on Nasdaq or such other applicable stock exchange on which Issuer’s or its successor’s common stock is then listed, excluding, for the purposes of clarity, the Equity Support customary ongoing review by Nasdaq or such other applicable stock exchange on which Issuer’s or its successor’s common stock is then listed in connection with the Transaction, Issuer has taken no action that is designed to terminate the registration of the Shares are expected to be registered under the Exchange ActAct prior to the Closing. (km) The Except for such matters as have not had and would not reasonably be expected to have an Issuer Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of Issuer, threatened in writing against Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against Issuer. For the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters arise from or relate to the SEC Statement and, in such case, such matters shall not constitute a breach of any representation or warranty by Issuer. (n) Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support SharesShares other than to Xxxxxxx Xxxxx & Co. LLC, any of its affiliates or any of its or their control persons, officers, directors, employees, agents or representatives (collectively, the “Placement Agent”). Issuer has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person (including the Placement Agent) to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the Investor could become liable. (lo) The Other Subscription Agreements reflect the same Per Share Subscription Price and other terms with respect to the purchase of the Shares that are not materially more favorable to the investors thereunder than the terms of this Subscription Agreement, other than representations, warranties and terms particular to the regulatory requirements of such investor or its affiliates or related funds. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement. For the avoidance of doubt, this Section 5(o) shall not apply to any document entered into in connection with the Insider PIPE Investment; provided, however, that such Insider PIPE Investment shall be with respect to the same class of Shares being acquired by the Investor hereunder and at the same Per Share Subscription Price. (p) Issuer is not, and immediately after receipt of payment for the Issuer after the consummation of the transaction contemplated hereby, Shares will not be required to register as be, an “investment company” as such term is defined in within the meaning of the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and and, subject to obtaining all approvals necessary for the consummation of the Transactions (collectively, the “Required Approvals”), to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing DateSubscription Closing, all the Equity Support Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor of the Purchase Price for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered with the Transfer Agent, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association (as in effect at such time of issuance) bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer andand assuming the due authorization, assuming that this Equity Support Agreement constitutes execution and delivery of the valid and binding agreement of each same by the Subscriber, this Equity Support Agreement is enforceable against the Issuer it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationarrangement, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance Subject to obtaining the Required Approvals, the execution, delivery and sale performance by the Issuer of all the Equity Support Shares pursuant to this Equity Support Subscription Agreement, including the issuance and sale of the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated therebyAcquired Shares, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that that, in the case of clauses (i) and (iii), would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries taken as a whole or materially and adversely affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply perform in all material respects with its obligations under this Equity Support Agreementhereunder (a “Material Adverse Effect”). (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support AgreementRequired Approvals; (iv) those required by The Nasdaq the New York Stock Market LLCExchange or other applicable stock exchange on which the Acquired Shares are then listed (“NYSE”), including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (f) Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to the Subscriber. (g) Neither the Issuer nor any person acting on its behalf has offered or sold the Acquired Shares by any form of general solicitation or general advertising in violation of the Securities Act. (h) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Shares other than to the Agents (as defined below). (i) The Other Subscription Agreements reflect the same Per Share Purchase Price and other terms and conditions with respect to the purchase of the Acquired Shares that are no more favorable to such subscriber thereunder than the terms of this Subscription Agreement, other than terms particular to the regulatory requirements of such subscriber or its affiliates or related funds that are mutual funds or are otherwise subject to regulations related to the timing of funding and the issuance of the related Acquired Shares. For the avoidance of doubt, this Section 3(i) shall not apply to any document entered into in connection with the Insider PIPE Investment; provided, however, that such Insider PIPE Investment shall be (i) with respect to the same class of common stock being acquired by Subscriber hereunder and at the same Per Share Purchase Price and with other economic terms that are substantially identical to those reflected herein (other than registration rights), and (ii) subject to a separate registration rights agreement which provides for registration of the Insider PIPE Investment within substantially the same time frame as hereunder and does not restrict Subscriber’s registration rights hereunder. (j) As of their respective filing dates, all reports required to be filed by the Issuer with the Commission since November 5, 2019 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports. (k) As of the date hereof, the issued and outstanding Class A Shares of the Issuer are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. There is no suit, action, claim, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with respect to any intention by such entity to deregister the Class A Shares or to prohibit or terminate the listing of the Class A Shares on the NYSE, excluding, for the purposes of clarity, the customary ongoing review by NYSE in connection with the Transactions. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act prior to the Subscription Closing. (l) As of the date hereof, Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (km) The Issuer is not under any obligation acknowledges and agrees that, notwithstanding anything herein to pay any broker’s fee or commission the contrary, the Acquired Shares may be pledged by Subscriber in connection with the a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Equity Support Shares. (l) The Issuer is notAcquired Shares hereunder, and the Issuer after the consummation Subscriber effecting a pledge of the transaction contemplated hereby, will Acquired Shares shall not be required to register as an “investment company” as such term is defined in provide the Investment Company Act of 1940, as amended. (m) Issuer with any notice thereof or otherwise make any delivery to the Issuer pursuant to this Subscription Agreement. The Issuer is, hereby agrees to execute and the Issuer after the consummation deliver such documentation as a pledgee of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined Acquired Shares may reasonably request in Section 1a(18) connection with a pledge of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act)Acquired Shares to such pledgee by Subscriber. (n) Neither There are no securities or instruments issued by or to which the Issuer nor is a party containing anti-dilution or similar provisions that will be triggered by the Issuer after the consummation issuance of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, the Acquired Shares or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands lawClass A Shares to be issued pursuant to any Other Subscription Agreement, is and in each case, that have not been or will not be unable validly waived on or prior to pay its debtsthe Closing Date. (o) The Issuerauthorized capital stock of Issuer consists of (i) 1,000,000 shares of preferred stock, the SPACpar value $0.0001 per share, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly which no shares are issued or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As outstanding as of the date hereofof this Subscription Agreement, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create 175,000,000 shares of common stock, consisting of 150,000,000 shares of Class A Shares and 25,000,000 shares of Class B common stock, par value $0.0001 per share (“tag-along” rights in favor Class B Shares”), of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are which (A) 31,625,000 shares of Class A Shares are fully consistent with its financial needs, objectives issued and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including outstanding as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the date of this Equity Support Subscription Agreement and 7,906,250 shares of Class B Shares are issued and outstanding as of the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light date of its own business objectives, financial condition and expertise this Subscription Agreement and (B) this Equity Support Agreement has been duly approved 24,137,500 warrants, each entitling the holder thereof to purchase one Class A Share, are outstanding issued and authorized by directors outstanding as of the Issuer after due consideration by them date of the foregoing matters and those referred to in Section 5(q) abovethis Subscription Agreement.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time amended as of issuancethe Closing Date) and bylaws (as amended as of the Closing Date) or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. c. This Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 4, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would be reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would be reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (ei) As of their respective filing dates, all reports required the Acquired Shares or (ii) the Class A Shares to be filed by issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer with is now a party or by which the U.S. Securities and Exchange Commission Issuer’s properties or assets are bound, or (the “SEC”iii) since January 13any statute or any judgment, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements order, rule or regulation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofany court or governmental agency or body, there are no material outstanding domestic or unresolved comments in comment letters received by foreign, having jurisdiction over the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (f) The g. Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; 9(n), (iv) those required by The Nasdaq the New York Stock Market LLCExchange or such other applicable stock exchange on which the Issuer’s Class A Shares are then listed (the “Stock Exchange”), including with respect to obtaining approval of the Issuer’s stockholdersstockholder approval, and (v) those the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. h. The authorized capital stock of the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), (ii) 70,000,000 Class A Shares, and (iii) 12,500,000 shares of Class B common stock, par value $0.0001 per share (“Class B Shares”). As of the date hereof and as of immediately prior to the Closing: (1) no shares of Preferred Stock are issued and outstanding, (2) 27,600,000 Class A Shares are issued and outstanding, (3) 6,900,000 Class B Shares are issued and outstanding, (4) 13,800,000 public warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per Class A Share, and (5) 7,270,000 private placement warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per Class A Share, are outstanding. All (i) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Transaction Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Class A Shares, Class B Shares, or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, the Issuer has no subsidiaries (other than Merger Sub) and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than (A) as set forth in the SEC Documents (as defined below) and (B) as contemplated by the Transaction Agreement. i. The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the Stock Exchange. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the Stock Exchange or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on the Stock Exchange. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act. As of the Closing Date, the Acquired Shares will be expected approved for listing on the Stock Exchange, subject to official notice of issuance. j. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. k. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. l. The Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the Transaction Agreement, and (ii) the Other Subscription Agreements. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more favorable to any such Other Subscriber thereunder than the terms of this Subscription Agreement. m. The Issuer has made available to Subscriber (including via the Commission’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that, with respect to the proxy statement to be filed by the Issuer with respect to the Transaction or any of its affiliates included in any SEC Document or filed as an exhibit thereto, the representation and warranty in this sentence is made to the Issuer’s knowledge. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception. There are no material outstanding or unresolved comments in comment letters from the Staff of the Commission with respect to any of the SEC Documents. n. Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (g) As , as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. o. Except for placement fees payable to Credit Suisse Securities (USA) LLC, Xxxxxxxxx LLC, and PJT Partners LP in their capacity as placement agents for the offer and sale of the Acquired Shares (in such capacity, the “Placement Agents”), the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer. p. None of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise. q. The Issuer has not received any written communication from a governmental authority that alleges entity alleging that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) r. The Issuer is in compliance with all applicable laws, except where such non-compliance would not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not reasonably be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third partieshave a Material Adverse Effect. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers Subscriber that: (a) The Issuer is an exempted company duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands. The Issuer has all , with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Acquired Shares will be have been duly authorized by the Issuer and, when issued and delivered to each the Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered in the Issuer’s share register or register of members (as applicable), the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable assessable, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement or applicable state or federal securities laws) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, laws of the Cayman Islands. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each the Subscriber, this Equity Support Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or other laws relating to or affecting the creditors’ rights of creditors generallygenerally and subject, or (ii) as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law or equitylaw. (d) The issuance and sale of the Acquired Shares and the compliance by the Issuer with all of all the Equity Support Shares pursuant to provisions of this Equity Support AgreementSubscription Agreement and the consummation of the transactions herein will be done in accordance with The Nasdaq Stock Market LLC (“Nasdaq”) marketplace rules, and the performance consummation of its obligations hereunder and under each Pledge Agreement and Control Agreement and the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that that, in the cases of clauses (i) and (iii), would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition or results of operations of the Issuer and its subsidiaries taken as a whole (a “Material Adverse Effect Effect”) or materially affect the validity or enforceability of the Equity Support Acquired Shares or the ability or legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other United States federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECUnited States Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) the filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; 10(n), (iv) those required by The Nasdaq Stock Market LLCNasdaq, including with respect to obtaining approval of the Issuer’s stockholdersshareholder approval, and (v) those any consent, waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (gf) As There is no (i) investigation, action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Issuer as of the date hereofof this Subscription Agreement, threatened in writing against the Issuer that affects or would reasonably be expected to affect the Issuer’s ability to consummate the transactions contemplated by this Subscription Agreement, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer that affects or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the validity of the Acquired Shares or the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement. (g) The Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the validity of the Acquired Shares or the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement. The Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the validity of the Acquired Shares or the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement4, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Acquired Shares by the Issuer to each SubscribersSubscriber in the manner contemplated by this Subscription Agreement. (i) Neither the Issuer nor any person acting on its behalf has offered engaged or sold the Equity Support Shares by will engage in any form of general solicitation or general advertising in violation (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (j) Following Neither the Transaction ClosingIssuer, the issued and outstanding Shares nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Issuer security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer will be registered pursuant to on Section 12(b4(a)(2) of the Exchange Act. Following Securities Act for the Closing, exemption from registration for the Equity Support Shares are expected to be registered under transactions contemplated hereby or would require registration of the Exchange Actissuance of the Acquired Shares. (k) The Except as provided in this Subscription Agreement, the Other Subscription Agreements, and the agreements in relation to the investment of $55,000,000 by a certain asset management fund and/or its Affiliates in the Company by way of subscribing for certain convertible debentures of the Company and Company Ordinary Shares, none of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise. (l) Except for placement fees payable to UBS Securities LLC, Xxxxxxx Xxxxx (Asia Pacific) Limited and Inte Securities LLC, in their capacities as placement agents for the offer and sale of the Acquired Shares (in such capacities, the “Placement Agents”), the Issuer has not paid, and is not under obligated to pay, any obligation to pay any brokerbrokerage, finder’s or other fee or commission in connection with the its issuance and sale of the Equity Support Acquired Shares. , including, for the avoidance of doubt, any fee or commission payable to any shareholder or affiliate, as defined in Rule 144 under the Securities Act (l) The Issuer is not“Affiliate”), and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amendedIssuer. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an No “eligible contract participantbad actor” (as such term is defined disqualifying event described in Section 1a(18Rule 506(d)(1)(i)-(viii) of the Commodity Exchange Securities Act (a “Disqualification Event”) is applicable to the Issuer or, to the Issuer’s knowledge, any Issuer Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Issuer Covered Person” means, with respect to the Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, as amended, other than a any person listed in the first paragraph of Rule 506(d)(1). The Issuer represents that is an eligible contract participant under Section 1a(18)(C) it has exercised reasonable care to determine the accuracy of the Commodity Exchange Act). (n) Neither representation made by the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debtsthis paragraph. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers as of the date hereof and the Closing Date, that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. . b. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Charter and the Issuer’s memorandum and articles of association bylaws (as in effect at such time of issuance) or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. c. This Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes and the Transaction Documents constitute the valid and legally binding agreement obligation of each Subscriberthe Issuer, this Equity Support Agreement is enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or generally and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 4, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the transactions contemplated therebyconsummation of the Transaction, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (ei) As of their respective filing dates, all reports required the Acquired Shares or (ii) the Class A Shares to be filed by issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer with is now a party or by which the U.S. Securities and Exchange Commission Issuer’s properties or assets are bound or (the “SEC”iii) since January 13any statute or any judgment, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements order, rule or regulation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofany court or governmental agency or body, there are no material outstanding domestic or unresolved comments in comment letters received by foreign, having jurisdiction over the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) The g. Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization (including the Nasdaq) or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) the filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; 9.n, (iv) those required by The Nasdaq Stock Market LLCthe Nasdaq, including with respect to obtaining approval of the Issuer’s stockholdersstockholder approval, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. (g) h. As of the date hereof, the authorized capital stock of the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), (ii) 200,000,000 Class A Shares and (iii) 20,000,000 shares of Class B common stock, par value $0.0001 per share, (“Class B Shares”). As of the date hereof and as of immediately prior to the Closing: (A) no shares of Preferred Stock are issued and outstanding, (B) 17,439,750 Class A Shares are issued and outstanding, (C) 4,312,500 Class B Shares are issued and outstanding and (D) 19,612,500 warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per Class A Share, are outstanding. i. The Issuer has not received any written communication from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. j. The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by Nasdaq or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on Nasdaq. Except in connection with the Transaction, the Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act or the listing of the Class A Shares on the Nasdaq. k. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. l. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. m. Neither the Issuer nor the Sponsor, has entered into any subscription agreement, side letter or other agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or investor’s direct or indirect investment in the Issuer other than (i) the Combination Agreement and any other agreement contemplated or permitted by the Combination Agreement, (ii) the Other Subscription Agreements, (iii) that certain letter agreement, dated August 12, 2021, by and among the Sponsor, the Issuer and the other parties thereto, (iv) that certain letter agreement with the Sponsor, to be dated as of the date hereof, (v) that certain letter agreement with the underwriters in the Issuer’s initial public offering, to be dated as of the date hereof and (vi) agreements or forms thereof that have been publicly filed via the Commission’s XXXXX system, including filings made by the Issuer. n. The Issuer has made available to Subscriber (including via the Commission’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any SEC Document that is a registration statement, or included, when filed, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of all other SEC Documents; provided, that, with respect to the proxy statement to be filed by the Issuer with respect to the Transaction or any of its affiliates included in any SEC Document or filed as an exhibit thereto, the representation and warranty in this sentence is made to the Issuer’s knowledge. o. Except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) proceeding pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth p. Except for any placement fees payable to Imperial Capital, LLC, in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, its capacity as amended (the “Securities Act”), is required placement agent for the offer and sale of the Equity Support Acquired Shares by (in such capacity, the “Placement Agent”), the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closingnot paid, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under obligated to pay, any obligation to pay any brokerbrokerage, finder’s or other commission or similar fee or commission in connection with the its issuance and sale of the Equity Support Acquired Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and and, subject to obtaining all approvals necessary for the consummation of the Transactions (collectively, the “Required Approvals”), to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing DateSubscription Closing, all the Equity Support Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor of the Purchase Price for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered with the Transfer Agent, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association (as in effect at such time of issuance) bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer andand assuming the due authorization, assuming that this Equity Support Agreement constitutes execution and delivery of the valid and binding agreement of each same by the Subscriber, this Equity Support Agreement is enforceable against the Issuer it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationarrangement, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance Subject to obtaining the Required Approvals, the execution, delivery and sale performance by the Issuer of all the Equity Support Shares pursuant to this Equity Support Subscription Agreement, including the issuance and sale of the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated therebyAcquired Shares, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that that, in the case of clauses (i) and (iii), would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries taken as a whole or materially and adversely affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply perform in all material respects with its obligations under this Equity Support Agreementhereunder (a “Material Adverse Effect”). (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support AgreementRequired Approvals; (iv) those required by The Nasdaq the New York Stock Market LLCExchange or other applicable stock exchange on which the Acquired Shares are then listed (“NYSE”), including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (f) Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to the Subscriber. (g) Neither the Issuer nor any person acting on its behalf has offered or sold the Acquired Shares by any form of general solicitation or general advertising in violation of the Securities Act. (h) As of their respective filing dates, all reports required to be filed by the Issuer with the Commission since November 5, 2019 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports. (i) As of the date hereof, the issued and outstanding Class A Shares of the Issuer are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. There is no suit, action, claim, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with respect to any intention by such entity to deregister the Class A Shares or to prohibit or terminate the listing of the Class A Shares on the NYSE, excluding, for the purposes of clarity, the customary ongoing review by NYSE in connection with the Transactions. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act prior to the Subscription Closing. (j) As of the date hereof, Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation acknowledges and agrees that, notwithstanding anything herein to pay any broker’s fee or commission the contrary, the Acquired Shares may be pledged by Subscriber in connection with the a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Equity Support SharesAcquired Shares hereunder, and Subscriber effecting a pledge of Acquired Shares shall not be required to provide the Issuer with any notice thereof or otherwise make any delivery to the Issuer pursuant to this Subscription Agreement. The Issuer hereby agrees to execute and deliver such documentation as a pledgee of the Acquired Shares may reasonably request in connection with a pledge of the Acquired Shares to such pledgee by Subscriber. (l) The There are no securities or instruments issued by or to which the Issuer is nota party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the Class A Shares to be issued pursuant to any Other Subscription Agreement, and the Issuer after the consummation of the transaction contemplated herebyin each case, that have not been or will not be required validly waived on or prior to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amendedClosing Date. (m) The authorized capital stock of Issuer is, and the Issuer after the consummation consists of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued or shall be, “insolvent” (outstanding as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 date of the United States Code)) and this Subscription Agreement, (ii) for the purposes 175,000,000 shares of Cayman Islands lawcommon stock, is consisting of 150,000,000 shares of Class A Shares and will be unable to pay its debts. 25,000,000 shares of Class B common stock, par value $0.0001 per share (o“Class B Shares”), of which (A) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person 31,625,000 shares of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted Class A Shares are issued and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As outstanding as of the date hereof, each of this Subscription Agreement and 7,906,250 shares of Class B Shares are issued and outstanding as of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by date of this Equity Support Subscription Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved 24,137,500 warrants, each entitling the holder thereof to purchase one Class A Share, are outstanding issued and authorized by directors outstanding as of the Issuer after due consideration by them date of the foregoing matters and those referred to in Section 5(q) abovethis Subscription Agreement.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been incorporated and is an exempted company duly incorporated, validly existing and in good standing as a company limited by shares incorporated under the laws of the Cayman British Virgin Islands in good standing (or such equivalent concept to the extent it exists under the laws of the British Virgin Islands. The Issuer has all ) under the laws of the British Virgin Islands, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and entered in the Issuer’s register of members, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable (meaning that the holders of the Acquired Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Issuer or its creditors for further payment on such Acquired Shares) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, laws of the Cayman British Virgin Islands. (c) c. This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 5, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support Subscription Agreement, and the performance by the Issuer of its obligations hereunder under this Subscription Agreement, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would be reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, shareholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any a violation of the provisions memorandum and articles of the organizational documents association of the Issuer; or (iii) result in any a violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties properties, except in the case of each of clauses (i) and (iii), that would not be reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (ei) As of their respective filing dates, all reports required the Acquired Shares or (ii) the Issuer Class A Shares to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect issued pursuant to any of Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the SEC ReportsClosing Date. (f) The f. Assuming the accuracy of Subscriber’s representations and warranties in Section 5, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECRegistrar of Corporate Affairs in the British Virgin Islands of an amended and restated memorandum and articles of association of the Issuer as further described in the Registration Statement (as defined below), (ii) the filing with the Commission of the Registration Statement (as defined below), (iii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholdersNASDAQ, and (v) those the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. g. As of the date hereof, the authorized shares of the Issuer consists of 25,000 Issuer Class A Shares and 25,000 Class B shares, par value $0.0001 per share (“Issuer Class B Shares”). As of the date hereof, one (1) Issuer Class A Share is issued and outstanding and no Issuer Class B Shares are issued and outstanding. h. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. i. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. j. As of the date hereof, the Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the Combination Agreement and (ii) the Other Subscription Agreements (and no Other Subscription Agreement provided for a purchase price per share that is lower than the Share Purchase Price, other than to the extent any Other Subscriber has agreed to apply prior to the Closing Date all or a portion of its Purchase Price (as defined in any such Other Subscription Agreement) to the purchase of exchangeable notes of the Company, exchangeable on the Closing Date for Issuer Class A Shares at a discount to the Share Purchase Price) and (iii) agreements or forms thereof that have been publicly filed via the Commission’s XXXXX system, including filings made by either GMBT or the Issuer. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase Price and economic terms that are no more favorable in any material respect to any such Other Subscriber thereunder than the terms of this Subscription Agreement (other than the alternative settlement mechanics available to investment companies registered under the Investment Company Act or investors advised by an investment adviser subject to regulation under the Investment Advisers Act as contemplated by Section 2(b) hereof and other than to the extent any Other Subscriber has agreed to apply prior to the Closing Date all or a portion of its Purchase Price (as defined in the applicable Other Subscription Agreement) to the purchase of exchangeable notes of the Company, exchangeable on the Closing Date for Issuer Class A Shares at a discount to the Share Purchase Price). k. Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. , there is no (gi) As of the date hereofsuit, the Issuer has not received any written communication from action, proceeding or arbitration before a governmental authority that alleges that or arbitrator pending, or, to the knowledge of the Issuer, threatened against the Issuer is not in compliance with or is in default (ii) judgment, decree, injunction, ruling or violation order of any applicable law, except where such non-compliance, default governmental entity or violation would not reasonably be expected to have, individually or in arbitrator outstanding against the aggregate, a Material Adverse EffectIssuer. l. Except for placement fees payable to Barclays Capital Inc. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities ActBarclays”), is required Guggenheim Securities, LLC (“Guggenheim Securities”) or MPW Capital Advisors Limited (“MPW”), in their capacity as placement agents for the offer and sale of the Equity Support Acquired Shares by (in such capacity, together, the “Placement Agents”), the Issuer has not paid, and is not obligated to each Subscriberspay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares. (i) Neither m. None of the Issuer Issuer, its subsidiaries or any of their affiliates, nor any person acting on its their behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have nothas, directly or indirectly, negotiated made any offers or entered into an Excluded Financing with sales of any other parties for the benefit security or solicited any offers to buy any security, under circumstances that would require registration of the Issuer, the SPAC, the shareholders issuance of any of the Issuer or Acquired Shares under the shareholders Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Securities Act or otherwise. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers Subscriber that: (a) The Issuer (i) is an exempted company duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the Cayman Islands. The Issuer has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and to enter into, deliver into and perform its obligations under this Equity Support Subscription Agreement. As , the Transaction Agreement and any other agreement to which it is a party in connection with the Transaction (in each case, subject to the terms of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islandsapplicable agreement). (b) As of the Closing DateClosing, all the Equity Support Subscribed Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid paid, free and clear of any liens, encumbrances (other than those arising under applicable securities laws or as otherwise provided herein), and non-assessable and will not have been issued in violation of or subject to any preemptive rights or other similar rights created under the Issuer’s memorandum and articles of association organizational documents (as in effect at such the time of issuance) ), the laws of its jurisdiction of incorporation, or under the Companies Actpursuant to any other understanding, as amendedright, of the Cayman Islandsagreement, or otherwise. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer andIssuer, and assuming that the due authorization, execution and delivery of the same by Subscriber and VIH, this Equity Support Subscription Agreement constitutes shall constitute the valid and legally binding agreement obligation of each Subscriberthe Issuer, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to or affecting the rights of creditors generally, or generally and (ii) principles the availability of equity, whether considered at law or equityequitable remedies. (d) The Assuming the accuracy of the representations and warranties of Subscriber, the execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Issuer with all of all the Equity Support Shares pursuant to provisions of this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Agreement and Control Subscription Agreement and the consummation of the transactions contemplated thereby, herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.any

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support Acquired Shares will be duly authorized by the Issuer and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable assessable, free and clear of all liens or other restrictions (except as otherwise stated herein) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association bylaws (each, as in effect at such time of issuance) or amended concurrently with the Closing), under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware, under any agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or otherwise. (c) This Equity Support Agreement has Subscription Agreement, the Business Combination Agreement, the Other Subscription Agreements and any other agreements related to or executed in connection with the Transactions (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the Transaction Documents have been duly authorized, executed and delivered by the other parties thereto, are valid and binding agreement obligations of each Subscriberthe Issuer, this Equity Support Agreement is and are enforceable against the Issuer it in accordance with its their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or in equity. (d) The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents, including the issuance and sale by of the Issuer of all the Equity Support Acquired Shares pursuant to this Equity Support Agreement, and the performance consummation of its obligations hereunder the Transactions and under each Pledge Agreement and Control Agreement and the other transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would properties, that, in the case of clause (i) or (iii), would, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect Effect. For purposes of this Subscription Agreement, a “Material Adverse Effect” means an event, change, development, occurrence, condition or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC effect with respect to any of the SEC Reports. Issuer and its subsidiaries, taken together as a whole (f) The Issuer is not required to obtain any consenton a consolidated basis), waivertreating the Transactions as having been consummated, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to havethat, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to havehave a material adverse effect on the business, properties, assets, liabilities, operations, financial condition, stockholders’ equity or results of operations of the Issuer or Target or their respective subsidiaries individually or in taken as a whole and including the aggregatecombined company after giving effect to the Transactions, a Material Adverse Effect. or materially affect, impede, or prevent the Issuer’s ability to consummate the (hi) Assuming transactions contemplated hereby, including the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer issuance and sale of the Equity Support Acquired Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debtsTransactions. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. For purposes of this Section 4, the term “Issuer” shall refer to the Issuer as of the date hereof and, for purposes of only representations contained in paragraphs (h), (i), (k), (n), (p),and (r) of this Section 4 and to the extent such representations and warranties are made as of the Closing Date, the combined company after giving effect to the Acquisition. The Issuer represents and warrants to each Subscribers that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing Registration Rights Agreement (as defined below) and in good standing under the laws of the Cayman IslandsPurchase Agreement. (b) As of the Closing Date, all the Equity Support The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and duly registered, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum amended and articles restated certificate of association (as in effect at such time of issuance) incorporation and bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) The maximum number of Common Shares issuable upon conversion of the Preferred Shares pursuant to Subscriber’s Preferred Subscription have been duly authorized and reserved and, when such Common Shares are issued upon conversion of such Preferred Shares in accordance with the terms thereof, will be validly issued, fully paid and non-assessable, and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s amended and restated certificate of incorporation and bylaws or under the laws of the State of Delaware. (d) This Equity Support Subscription Agreement has and the Purchase Agreement have been duly authorized, executed and delivered by the Issuer andIssuer, assuming that this Equity Support Agreement and each constitutes the a legal valid and binding agreement obligation of each Subscriberthe Issuer , this Equity Support Agreement is enforceable against the Issuer it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (de) The Registration Rights Agreement will constitute upon execution and delivery by the Issuer a legal valid and binding obligation of the Issuer enforceable against it in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (f) The execution, delivery and performance of this Subscription Agreement, the Registration Rights Agreement and the Purchase Agreement (including compliance by the Issuer with all of the provisions hereof and thereof), the issuance and sale by of the Issuer of all the Equity Support Acquired Shares pursuant to this Equity Support Agreement, and the performance consummation of its obligations hereunder the other transactions contemplated herein and under each Pledge Agreement and Control in the Registration Rights Agreement and the transactions contemplated thereby, Purchase Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have a material adverse effect Material Adverse Effect (as defined in the Purchase Agreement) on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), NRC or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement, the Registration Rights Agreement or the Purchase Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement, the Registration Rights Agreement or the Purchase Agreement. (eg) As of their respective filing dates, all reports required There are no securities or instruments issued by or to be filed by which the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As is a party as of the date hereof, there are no material outstanding hereof containing anti-dilution or unresolved comments in comment letters received similar provisions that will be triggered by the Issuer from issuance of (i) the staff of Acquired Shares or (ii) the Division of Corporation Finance of the SEC with respect Preferred Shares and Common Shares to be issued pursuant to any of Other Subscription Agreement that have not been or will not be validly waived on or prior to the SEC ReportsClosing Date. (fh) The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement). (i) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support Acquired Shares), the Registration Rights Agreement or the Purchase Agreement, other than (i) filings with the SEC, including the Proxy Statement, the Registration Statement (as defined below) and any Current Reports on Form 8-K relating to the Acquisition, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq the New York Stock Market LLCExchange with respect to the NYSE American (f/k/a NYSE MKT) market (the “NYSE”), including with respect to obtaining approval Issuer stockholder approval, (iv) the filing of the Issuer’s stockholders, Certificate of Designations with the Secretary of State of the State of Delaware and (v) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (gj) The authorized capital stock of the Issuer consists of (i) 1,000,000 undesignated Preferred Shares and (ii) 200,000,000 Common Shares. As of the date hereof: (i) no Preferred Shares are issued and outstanding, (ii) 32,081,250 Common Shares are issued and outstanding and (iii) 19,248,750 redeemable public purchase warrants and 9,600,000 private placement warrants are outstanding. As of the Closing Date, and subject to approval by the Issuer’s stockholders, the authorized capital stock of the Issuer will consist of (i) 5,000,000 Preferred Shares, at least 1,300,000 of which will be designated as 7.00% Series A Convertible Cumulative Preferred Stock, and (ii) 200,000,000 Common Shares. As of the Closing Date, and subject to approval by the Issuer’s stockholders, there shall be no more than 1,050,000 Preferred Shares issued and outstanding and (ii) 19,248,750 redeemable public purchase warrants and no private placement warrants outstanding. (k) The Issuer has not received any written communication since June 30, 2018 from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (as defined in the Purchase Agreement). (l) The Common Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are listed for trading on the NYSE American under the symbol “HCAC.” There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Securities and Exchange Commission (the “SEC”) with respect to any intention by such entity to deregister the Common Shares or prohibit or terminate the listing of the Common Shares on the NYSE American. The Issuer has taken no action that is designed to terminate the registration of the Common Shares under the Exchange Act. (m) The NYSE American will have approved the issuance of the Preferred Shares prior to the Closing Date. (n) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber. (o) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (p) As of the date hereof, the Issuer has not entered into any side letter or similar agreement with any other investor in connection with such other investor’s direct or indirect investment in the Issuer other than (w) the Purchase Agreement, (x) that certain Backstop and Subscription Agreement, dated as of June 25, 2018, by and between the Issuer and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York (“Nomura”), (y) that certain Subscription Agreement, dated as of June 25, 2018, with X.X. Xxxxxx & Company, LLC and (z) the Other Subscription Agreements. (q) The Issuer has made available to Subscriber (including via the SEC’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the SEC since its initial registration of the Common Shares (the “SEC Documents”). None of the SEC Documents filed under the Exchange Act contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the SEC since its inception. There are no material outstanding or unresolved comments in comment letters from the SEC Staff with respect to any of the SEC Documents. (r) Except for such matters as have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse EffectEffect (as defined in the Purchase Agreement), there is no (i) action, lawsuit, claim, suit, arbitration, hearing, examination or judicial or legal proceeding or investigation, whether civil, criminal or administrative, at law or in equity, or by or before any governmental authority pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. (hs) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Except for placement agent fees payable to Credit Suisse Securities Act of 1933, as amended (the USA) LLC (“Securities ActCredit Suisse”), is required for Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel,”) and Nomura (together with Credit Suisse and Stifel, in their respective capacities as placement agents with respect to the offer issuance and sale of the Equity Support Acquired Shares by pursuant to this Subscription Agreement and the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction ClosingOther Subscription Agreements, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b“Placement Agents”) of the Exchange Act. Following at the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer has not paid, and is not under obligated to pay, any obligation to pay any brokerbrokerage, finder’s or other fee or commission in connection with the its issuance and sale of the Equity Support Acquired Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated herebyincluding, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Issuer. (pt) The Proxy Statement, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, will not include any 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, in light of the circumstances under which they were made, not misleading. (u) As of the date hereof, each all representations and warranties of NRC and NRC Seller that are contained in the Issuer Purchase Agreement are true and correct in all material respects, to the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors knowledge of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) aboveinquiry.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time amended as of issuancethe Closing Date) and bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. c. This Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance d. Assuming the accuracy of Subscriber’s representations and sale warranties in Section 5, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries Subsidiaries (as defined below) pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries Subsidiaries is bound or to which any of the property or assets of the Issuer or is subject that Subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, Subsidiaries taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation statute or any judgment, order, rule or regulation of any lawcourt or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or its Subsidiaries or any of their respective properties, in the case of each of the foregoing clauses (i)-(iii) that would have a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material respects with this Subscription Agreement. For purposes of this Subscription Agreement, “Subsidiaries” shall have the meaning ascribed to such term in the Transaction Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the Common Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support AgreementEffect. (e) As g. Assuming the accuracy of their respective filing datesSubscriber’s representations and warranties in Section 5, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings with the SEC, (ii) filings required by applicable state or federal securities laws, (iiiii) the filings required in accordance with Section 16 of this Equity Support Agreement; 9(m), (iv) those required by The the Nasdaq Global Market or such other applicable stock exchange on which the Issuer’s Common Shares are then listed (the “Stock Market LLCExchange”), including with respect to obtaining stockholder approval of the Issuer’s stockholdersas required by Stock Exchange listing rules, and (viv) those the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. h. As of the date hereof, (i) the authorized capital stock of ADES consists of (A) 50,000,000 shares of preferred stock and (B) 100,000,000 shares of common stock and (ii) no shares of preferred stock are issued and outstanding and 23,752,256.00 shares of common stock are issued (including 4,618,146.00 of which are held in ADES' treasury) and 19,134,110.00 are outstanding. Upon the closing of the Transaction and the Closing of those transactions contemplated by this Subscription Agreement, the authorized capital stock of the Issuer will consist of (x) 50,000,000 shares of preferred stock, par value $0.001 per share and (y) 125,000,000 Common Shares. i. The issued and outstanding Common Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the Stock Exchange. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the Stock Exchange or the U.S. Securities and Exchange Commission (the “Commission”) with respect to any intention by such entity to deregister the Common Shares or prohibit or terminate the listing of the Common Shares on the Stock Exchange. The Issuer has taken no action that is designed to terminate the registration of the Common Shares under the Exchange Act. j. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. k. Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. l. None of the forms, reports, statement, schedules, prospectuses, proxies, registration statements or other documents, if any, filed by ADES with the Commission since January 1, 2020 (the “SEC Documents”) filed under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be expected stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (g) ; provided, that, with respect to the proxy statement to be filed by ADES and the Issuer with respect to the Transaction or any of its affiliates included in any SEC Document or filed as an exhibit thereto, the representation and warranty in this sentence is made to the Issuer’s knowledge. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the Issuer has Staff of the Commission with respect to any of the SEC Documents. m. Except for such matters as have not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. date hereof, there is no (i) Neither suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Issuer or its Subsidiaries, threatened against the Issuer or its Subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer or its Subsidiaries. n. None of ADES, the Issuer, its Subsidiaries, nor any person acting on its their behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have nothas, directly or indirectly, negotiated made any offers or entered into an Excluded Financing with sales of any other parties for the benefit security or solicited any offers to buy any security, under circumstances that would require registration of the Issuer, the SPAC, the shareholders issuance of any of the Issuer or Acquired Shares under the shareholders Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o)Securities Act or otherwise. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers Subscriber that: (a) The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered with the Transfer Agent, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation (the “Certificate of Incorporation”) and articles of association bylaws (as in effect at such time of issuance“Bylaws”) or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The execution, delivery and performance of this Subscription Agreement, including the issuance and sale by of the Issuer of all the Equity Support Acquired Shares pursuant to this Equity Support Agreement, and the performance consummation of its obligations hereunder and under each Pledge Agreement and Control Agreement and the other transactions contemplated therebyhereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property properties or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the its property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that that, in the case of clauses (i) and (iii), would reasonably be expected to have a Material Adverse Effect material adverse effect on the business, properties, assets, liabilities, operations, condition (including financial condition), stockholders’ equity or results of operations of the Issuer or materially and adversely affect the validity of the Equity Support Acquired Shares or the legal authority or ability of the Issuer to comply perform in all any material respects with its obligations under this Equity Support Agreementhereunder (a “Material Adverse Effect”). (e) As of their respective filing datesOther than rights relating to the Issuer’s Class B common stock, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission par value $0.0001 per share (the “SECClass B Shares”) since January 13), 2021 (all of which have been or will be waived with respect to the “SEC Reports”) complied in all material respects with Transactions, pursuant to the applicable requirements terms of the Exchange Act and the rules and regulations Certificate of the SEC promulgated thereunder. As of the date hereofIncorporation, there are no material outstanding securities or unresolved comments in comment letters received instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the Issuer from issuance of (i) the staff of Acquired Shares or (ii) the Division of Corporation Finance of Class A Shares to be issued in connection with the SEC with respect to any of the SEC ReportsPIPE Transactions. (f) The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (g) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filings required in accordance filing of a Notice of Exempt Offering of Securities on Form D with Section 16 the Commission under Regulation D of this Equity Support Agreement; the Securities Act, (iv) those required by The Nasdaq Stock Market LLCNASDAQ, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (gh) As of the date hereofof this Subscription Agreement, the authorized capital stock of the Issuer consists of 220,000,000 shares of common stock of the Issuer, par value $0.0001 per share (“Common Stock”), including (x) 200,000,000 Class A Shares and (y) 20,000,000 Class B Shares, and 1,000,000 shares of preferred stock of the Issuer, par value $0.0001 per share (“Preferred Stock”). As of August 6, 2018: (i) 37,732,112 Class A Shares, 9,433,028 Class B Shares, and no shares of Preferred Stock were issued and outstanding; (ii) 18,941,651 warrants (the “Warrants”), each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per Class A Share were issued and outstanding; and (iii) no shares of Common Stock were subject to issuance upon exercise of outstanding options. (i) The Issuer has not received any written communication from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (j) The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on NASDAQ under the symbol “KAAC.” There is no suit, action, proceeding or investigation pending or, to the Issuer’s knowledge, threatened against the Issuer by NASDAQ or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on NASDAQ. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act. (k) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber. (l) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (m) The Issuer has made available to Subscriber (including via the Commission’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration of the Class A Shares (the “SEC Documents”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act applicable to the Issuer and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Issuer makes no such representation or warranty with respect to any information relating to the Contributed Companies or any of its affiliates included in any SEC Document or filed as an exhibit thereto. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the Commission since its inception. There are no material outstanding or unresolved comments in comment letters from the Commission Staff with respect to any of the SEC Documents. (n) Except for such matters as have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, there is no proceeding pending, or, to the Issuer’s knowledge, threatened against the Issuer or any judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. (ho) Assuming the accuracy of Except for placement fees payable to each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, Financial Advisor (as amended (the “Securities Act”defined herein), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closingnot paid, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under obligated to pay, any obligation to pay any brokerbrokerage, finder’s or other fee or commission in connection with the its issuance and sale of the Equity Support Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer. (lp) The Issuer is notExcept as provided in this Subscription Agreement, the Other Subscription Agreements and the Issuer after the consummation Private PIPE Subscription Agreements, none of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPACits subsidiaries or any of their affiliates, Cartesian Capital Group, LLC, the indirect controlling nor any person of the Issuer (the “Issuer Shareholder ”) and/or acting on their respective advisors (collectively, the “Project Maple Parties”) have notbehalf has, directly or indirectly, negotiated made any offers or entered into an Excluded Financing with sales of any other parties for the benefit security or solicited any offers to buy any security, under circumstances that would require registration of the Issuer, the SPAC, the shareholders issuance of any of the Issuer Acquired Shares under the Securities Act, whether through integration with prior offerings or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third partiesotherwise. (q) The Issuer and its board of directors (ithe “Board”) is capable of evaluating independently the risks and benefits have taken all necessary action, if any, in order to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needsincluding, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the provisions Certificate of Sections 7Incorporation, 13 Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to Subscriber as a result of the Issuer’s issuance of the Acquired Shares and 15Subscriber’s ownership of the Acquired Shares. The Issuer has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Issuer or any of its subsidiaries. (r) (i) Neither the Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Issuer or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The directors Issuer and its subsidiaries, individually and on a consolidated basis, are not as of the Issuer have concluded that (A) the this Equity Support Agreement date hereof, and after giving effect to the transactions contemplated hereby are suitable for itto occur at the Closing, for will not be Insolvent (as defined below). For purposes hereof, “Insolvent” means, with respect to any person, (i) the present fair saleable value of such person’s assets is less than the amount required to pay such person’s total indebtedness, (ii) such person is unable to pay its commercial benefit debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such person has unreasonably small capital with which to conduct the business in its best interests, in light of its own which it is engaged as such business objectives, financial condition is now conducted and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred is proposed to in Section 5(q) abovebe conducted.

Issuer Representations and Warranties. The Issuer represents and warrants to each the Subscribers and the Placement Agent (as defined below), as of the date of this Convertible Note Subscription Agreement and as of the Closing, that: (a) The Issuer (i) is an exempted company duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the Cayman Islands. The Issuer has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and to enter into, deliver and perform its obligations under this Equity Support Convertible Note Subscription Agreement. As of the Closing Date, the Issuer will be and (iii) is duly incorporatedlicensed or qualified to conduct its business and, validly existing and if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the Cayman Islands. (b) As of the Closing Date, all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor in accordance with the terms of this Equity Support Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance conduct of its obligations hereunder and under each Pledge Agreement and Control Agreement and business or the transactions contemplated thereby, will not conflict with or result in a breach or violation ownership of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property its properties or assets of the Issuer requires such license or any of its subsidiaries pursuant qualification, except, with respect to the terms of foregoing clause (i) any indentureiii), mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument where the failure to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that be in good standing would not reasonably be expected to have an Issuer Material Adverse Effect. For purposes of this Convertible Note Subscription Agreement, an “Issuer Material Adverse Effect” means an event, change, development, occurrence, condition or effect which (1) would have, individually or in the aggregate, a material adverse effect on the business, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”after giving effect to the transactions hereunder and under the Transaction Agreement), or (2) materially affect affects the validity of the Equity Support Shares Convertible Notes or the Underlying Shares, or any guarantee by a Guarantor or the validity or priority and ranking of any lien on collateral securing the Convertible Notes, the legal authority of the Issuer or any Guarantor to comply in all material respects with the terms of this Convertible Notes Subscription Agreement or the Indenture, as applicable, or prevents or materially impairs the ability of the Issuer to timely perform its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares Convertible Note Subscription Agreement or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Transaction Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with including the issuance of the Equity Support Shares pursuant to this Equity Support Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each SubscribersConvertible Notes. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered with the Issuer’s transfer agent, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association (as in effect at such time of issuance) bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. c. This Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (ccollectively, the “Transaction Documents”) This Equity Support Agreement has have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is are enforceable against the Issuer in accordance with its their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) d. The issuance execution and sale delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. e. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (ei) As of their respective filing dates, all reports required the Acquired Shares or (ii) the Shares to be filed by issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. f. The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer with is now a party or by which the U.S. Securities and Exchange Commission Issuer’s properties or assets are bound or (the “SEC”iii) since January 13any statute or any judgment, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements order, rule or regulation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofany court or governmental agency or body, there are no material outstanding domestic or unresolved comments in comment letters received by foreign, having jurisdiction over the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (f) g. The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) approval of the Issuer’s stockholders to increase the authorized shares of the Issuer’s common stock and the filing of an amended and restated certificate of incorporation authorizing a sufficient number of authorized shares of Issuer’s common stock to issue the Acquired Shares and Shares purchased by the Other Subscribers pursuant to the Other Subscription Agreements; (iii) filings required by applicable state or federal securities laws, (iiiiv) the filings required in accordance with Section 16 of this Equity Support Agreement; 9(n), (ivv) those required by The Nasdaq the NASDAQ Stock Market LLC(“NASDAQ”), including with respect to obtaining approval of the Issuer’s stockholdersstockholder approval, and (vvi) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material respects with this Subscription Agreement. (g) As h. The Acquired Shares are not, and following the Closing and the closing of the date hereofTransaction will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the Issuer has not received ability of the undersigned to pledge, sell, assign or otherwise transfer the Acquired Shares under any written communication from a governmental authority that alleges that organizational document, policy or agreement of, by or with the Issuer is not Issuer, but excluding the restrictions on transfer described in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (hparagraph 4(e) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no Subscription Agreement with respect to the status of the Acquired Shares as “restricted securities” pending their registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection accordance with the sale of the Equity Support Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach terms of this Section 5(o)Subscription Agreement. (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Subscribers, as of the date of this Agreement and as of the Closing, that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws shares of Common Stock issuable upon conversion of the Cayman Islands. (b) As Convertible Notes issued at the Closing as of the Closing DateDate at the current Conversion Rate (as defined under the Indenture) ( (the “Underlying Shares”) have been, all and any shares of Common Stock issuable upon exercise of the Equity Support Shares Pre-Funded Warrants) (the “Warrant Shares”) will be be, duly authorized andauthorized, and when issued and delivered to each Subscriber against full payment therefor in accordance with upon exercise of the terms Pre-Funded Warrants, or upon conversion of this Equity Support Agreementthe Convertible Notes, as the Equity Support Shares case may be, such shares of Common Stock will be validly issued, fully paid and non-assessable assessable, free and clear of any liens or other restrictions (other than those arising under applicable securities laws) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies ActGoverning Documents, as amended, of the Cayman Islands. (c) This Equity Support Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument contract to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which it is bound, or under the Issuer or any laws of its subsidiaries is bound or to which any jurisdiction of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementincorporation. (eb) As of their respective filing dates, all reports required to be filed by Assuming the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements accuracy of the Exchange Act representations and the rules and regulations warranties of the SEC promulgated thereunder. As Subscribers set forth in Section 4 of this Agreement, the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization (including NYSE, as applicable) or other person in connection with the execution, delivery and performance of this Agreement and the Indenture, the issuance and sale of the Equity Support Shares pursuant to Convertible Notes and the compliance by the Issuer and the Guarantors with all of the provisions of this Equity Support AgreementAgreement and the Indenture and the consummation of the transactions contemplated herein and therein, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; (ivii) those required by The Nasdaq Stock Market LLCthe SEC or NYSE (as applicable), including with respect to soliciting and obtaining approval stockholder approval, (iii) if applicable (including in connection with any conversion of Convertible Notes or the Issuer’s stockholdersexercise of any Warrants), requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and (viv) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (hc) Assuming the accuracy of each Subscriber’s the Subscribers’ representations and warranties set forth in Section 6 4 of this Equity Support Agreement, (i) no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares Convertible Notes by the Issuer to each the Subscribers and the issuance of the Underlying Shares and/or Warrant Shares (if any) to the Subscribers, and the Convertible Notes and the Underlying Shares and/or Warrant Shares (if any) are not being offered in a manner involving a public offering under, or in a distribution in violation ​ ​ of, the Securities Act or any state securities laws, and (ii) it is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended (including the rules and regulations of the Commission promulgated thereunder). (id) Neither the Issuer nor any person acting on its behalf has offered engaged or sold the Equity Support Shares by will engage in any form of general solicitation or general advertising in violation (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Convertible Notes. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (ke) The Issuer is has not under entered into any obligation agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to pay any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement for which any Subscriber could become liable. No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Equity Support SharesConvertible Notes to the Subscribers. The Issuer agrees to indemnify and hold harmless each Subscriber from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of Issuer and to bear the cost of legal expenses incurred by each Subscriber in defending against any such claim. (lf) The As of their respective dates, all reports, proxies and other documents required to be filed by the Issuer is notwith the SEC (such reports, the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder, and the Issuer after the consummation none of the transaction contemplated herebySEC Reports, will not be when filed, contained any untrue statement of a material fact or omitted to state a material fact required to register as an “investment company” as such term is defined be stated therein or necessary in order to make the statements therein, in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation light of the transaction contemplated hereby will becircumstances under which they were made, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) not misleading. The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person financial statements of the Issuer (included in the “Issuer Shareholder ”) and/or their respective advisors (collectivelySEC Reports were prepared in accordance with generally accepted accounting principles in the United States, consistently applied, comply in all material respects with the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit rules and regulations of the Issuer, SEC with respect thereto as in effect at the SPAC, time of filing and fairly present in all material respects the shareholders financial position of the Issuer 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 and the absence of certain footnotes and other presentation items as is permissible under generally accepted accounting principles. Except as disclosed in the SEC Reports, the Issuer timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the SEC since December 31, 2018. A copy of each SEC Report is available to the Subscribers via the SEC’s XXXXX system. There are no outstanding or unresolved comments in comment letters received by the shareholders Issuer from the staff of the SPAC. For the avoidance Division of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As Corporation Finance of the date hereof, each SEC with respect to any of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third partiesSEC Reports. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) a. The Issuer has been duly incorporated and is an exempted company duly incorporated, validly existing and as a corporation in good standing under the laws of the Cayman Islands. The Issuer has all State of Delaware, with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As of the Closing Date, all the Equity Support b. The Acquired Shares will be have been duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares in accordance with the terms of this Equity Support AgreementSubscription Agreement and registered with the Transfer Agent, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum certificate of incorporation and articles of association (as in effect at such time of issuance) bylaws or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) This Equity Support Agreement has c. The Transaction Documents have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes the Transaction Documents constitute the valid and binding agreement of each Subscriberthe other parties thereto, this Equity Support Agreement is are valid and binding obligations of the Issuer, and are enforceable against the Issuer it in accordance with its their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to affecting creditors’ rights generally or affecting by principles governing the rights availability of creditors generallyequitable remedies, or and (ii) principles of equity, whether considered at law or equity. (d) d. The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents, including the issuance and sale by of the Issuer of all the Equity Support Acquired Shares pursuant to this Equity Support Agreement, and the performance consummation of its obligations hereunder and under each Pledge Agreement and Control Agreement and the other transactions contemplated hereby and thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Agreementsubject; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that that, in the case of clauses (i) and (iii), would reasonably be expected to have a Material Adverse Effect material adverse effect on the business, condition (including financial condition), or results of operations of the Issuer or materially and adversely affect the validity of the Equity Support Acquired Shares or the legal authority or ability of the Issuer to comply perform in all any material respects with its obligations under this Equity Support Agreementhereunder (an “Issuer Material Adverse Effect”). e. The Issuer is not in default or violation (eand no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) As of their respective filing datesany term, all reports required to be filed by condition or provision of (i) the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements organizational documents of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As Issuer, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date hereofof this Subscription Agreement, there are no material outstanding or unresolved comments in comment letters received by the Issuer from is a party or by which the staff Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Division of Corporation Finance of the SEC with respect to Issuer or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, an Issuer Material Adverse Effect. (f) f. The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECCommission of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) those that will be obtained on or prior to the filings required in accordance with Section 16 of this Equity Support Agreement; Closing and (iv) those required by The Nasdaq Stock Market LLCany filing, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected likely to have, individually or in the aggregate, a an Issuer Material Adverse Effect. (g) g. As of the date of this Subscription Agreement, the authorized capital stock of the Issuer is 1,000 shares of Common Stock, par value $0.01 per share, none of which are issued and outstanding. Except as set forth above and pursuant to the Other Subscription Agreements and the Reorganization Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any shares of Common Stock or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, other than First Merger Sub and Second Merger Sub, the Issuer has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by the Reorganization Agreement. h. The Issuer is in compliance with all applicable laws, except where such non-compliance with not, individually or in the aggregate, be reasonably expected to have an Issuer Material Adverse Effect. The Issuer has not received any written communication from a governmental authority entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably likely to have an Issuer Material Adverse Effect. i. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. j. Neither the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Issuer security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Acquired Shares. k. Except for any Alternative Settlement Procedures, the Issuer has not entered into any Other Subscription Agreement (or side letter or similar agreement in respect thereof) on terms (economic or otherwise) that are materially more favorable to such subscriber or investor than as set forth in this Subscription Agreement; provided, however, that Subscriber acknowledges that the subscription agreement entered into with Xxxxx & Company, LLC or its affiliate provides that Xxxxx & Company, LLC or its affiliate may increase the number of Acquired Shares to be purchased under such agreement at any time prior to Closing. l. Except for such matters as have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a an Issuer Material Adverse Effect, there is no (i) investigation, action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity outstanding against the Issuer. (h) Assuming m. Except as provided in this Subscription Agreement and the accuracy Other Subscription Agreements, none of each Subscriber’s representations and warranties set forth in Section 6 the Issuer, its subsidiaries or any of this Equity Support Agreementtheir affiliates, no nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the Securities Act of 1933Act, as amended (the “Securities Act”), is required for the offer and sale whether through integration with prior offerings pursuant to Rule 502(a) of the Equity Support Shares Securities Act or otherwise. n. Neither the Issuer nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Issuer or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. o. Each of the Issuer and any of its directors and officers is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by OFAC, (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the Issuer to each SubscribersUnited States or (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515. (i) Each of the Issuer and any of its directors and officers has not engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including the U.S. Foreign Corrupt Practices Act of 1977, as amended), (ii) the Issuer maintains systems, policies and procedures designed to prevent violation of such laws, regulations and rules and (iii) no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator having jurisdiction over the Issuer, with respect to such laws, regulations and rules is pending and, to the Issuer’s knowledge, no such actions, suits or proceedings are threatened or contemplated. q. Except for placement fees payable to the Placement Agents (as defined herein), the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer. r. There are no securities or instruments issued by or to which Issuer is a party containing antidilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement, that have not been or will not be validly waived on or prior to the Closing Date. s. Neither the Issuer Issuer, nor any person acting on its behalf has offered engaged or sold the Equity Support Shares by will engage in any form of general solicitation or general advertising in violation (within the meaning of Regulation D of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the any offer or sale of the Equity Support Acquired Shares. (l) The Issuer is not, and the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, following the Domestication, the Issuer will be duly incorporatedformed, validly existing as a corporation and in good standing under the laws of the Cayman IslandsState of Delaware. (b) As of the Closing Date, all the Equity Support Acquired Shares will be duly authorized and, when issued and delivered to each Subscriber against full payment therefor for the Acquired Shares will be free and clear of any liens (other than those specified hereunder or those created by Subscriber) in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights rights, whether created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time amended as of issuancethe Closing Date) and bylaws (as amended as of the Closing Date), or under the Companies Act, as amended, laws of the Cayman IslandsState of Delaware. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer andIssuer, assuming that this Equity Support Agreement constitutes the valid and binding agreement of each Subscriber, this Equity Support Agreement the Issuer and is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance Assuming the accuracy of Subscriber’s representations and sale warranties in Section 4, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support Subscription Agreement, and the performance by the Issuer of its obligations hereunder under this Subscription Agreement, including the issuance and under each Pledge Agreement sale of the Acquired Shares and Control Agreement and the consummation of the transactions contemplated therebyherein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to subject, which would, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition condition, stockholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of their respective filing datestime or both, all reports required would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to be filed by which the Issuer with is now a party or by which the U.S. Securities and Exchange Commission Issuer’s properties or assets are bound, or (the “SEC”iii) since January 13any statute or any judgment, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements order, rule or regulation of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereofany court or governmental agency or body, there are no material outstanding domestic or unresolved comments in comment letters received by foreign, having jurisdiction over the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to or any of its properties, except, in the SEC Reportscase of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (f) The Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECSecurities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; 9(m), (iv) those any filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or similar antitrust laws, (v) the filings required by The Nasdaq the NYSE or such other applicable stock exchange on which the Issuer’s Class A Shares are then listed (the “Stock Market LLCExchange”), including with respect to obtaining approval of the Issuer’s stockholdersstockholder approval, and (vvi) those any filing, the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. (g) The authorized share capital of the Issuer consists of (i) 500,000,000 Class A Shares, (ii) 50,000,000 Class B ordinary shares of par value $0.0001 each (“Class B Shares”), and (iii) 5,000,000 preference shares of par value $0.0001 each (“Preferred Stock”). As of the date hereof, excluding any units of the Issuer that may be expected acquired by affiliates of Issuer pursuant to the A&R FPA (as defined in the Transaction Agreement): (A) no shares of Preferred Stock are issued and outstanding, (B) 41,400,000 Class A Shares are issued and outstanding, and (C) 10,350,000 Class B Shares are issued and outstanding. As of the date hereof, excluding any units of the Issuer that may be acquired by affiliates of Issuer pursuant to the A&R FPA (as defined in the Transaction Agreement): (x) 13,800,000 warrants to purchase Class A Shares that were included in the units sold as part of the Issuer’s initial public offering (the “Public Warrants”) and (y) 7,386,667 warrants to purchase Class A Shares that were issued to an affiliate of the Issuer (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) are issued and outstanding. All issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights and all outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Transaction Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Class A Shares, Class B Shares, or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, the Issuer has no subsidiaries (other than Merger Sub) and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. (h) The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the Stock Exchange. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the Stock Exchange or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on the Stock Exchange. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act. As of the Closing Date, the Acquired Shares will be approved for listing on the Stock Exchange, subject to official notice of issuance. (i) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. (j) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (k) The Issuer has not entered into any subscription agreement, side letter or similar agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the Transaction Agreement and any other agreement expressly contemplated by the Transaction Agreement, (ii) the A&R FPA (as defined in the Transaction Agreement) and (iii) the Other Subscription Agreements. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more advantageous to any such Other Subscriber thereunder than the terms of this Subscription Agreement. (l) Other than as set forth in the Transaction Agreement or as described in the SEC Reports (as defined below), there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not be validly waived on or prior to the closing of the Transactions; provided, that any such holders will waive any such anti-dilution or similar provisions in connection with the Transactions. (m) As of their respective dates, all reports (the “SEC Reports”) required to be filed by the Issuer with the Commission complied in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that in light of the Commission’s issuance of the Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), the Issuer determined it had improperly accounted for its outstanding warrants as equity instruments and restated its previously filed financial statements to reflect the classification of its outstanding warrants as liabilities for accounting purposes (the “Warrant Accounting Issue”). The financial statements of the Issuer included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Issuer 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, other than with respect to the Warrant Accounting Issue. Subscriber acknowledges that (i) the Issuer continues to review the Statement and its implications, including on the other information included in its SEC Reports and (ii) any revision or other modification of the SEC Reports (including, without limitation, with respect to disclosures regarding internal control over financial reporting or disclosure controls and procedures) in connection with such a review of the Statement or any subsequent related agreements or other guidance from the Staff of the Commission with respect to the Statement shall be deemed not material for purposes of this Agreement. A copy of each SEC Report is available to the Subscriber via the Commission’s EXXXX system. There are no and upon Closing there shall be no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports. (n) Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (g) As , as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer. (o) Except for placement fees payable to UBS Securities LLC (“UBS”) and J.X. Xxxxxx Securities LLC in their capacities as placement agents for the offer and sale of the Acquired Shares (in such capacity, collectively, “Placement Agents”), the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Issuer. (p) None of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise. (q) The Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. The Issuer has not received any written communication from a governmental authority that alleges entity alleging that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (h) Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribers. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (lr) The Issuer is not, and immediately after receipt of payment for the Issuer after the consummation of the transaction contemplated herebyAcquired Shares, will not be required to register as an “investment company” as such term is defined in within the meaning of the Investment Company Act of 1940, as amended. (ms) The Issuer is, and shall use commercially reasonable efforts to not engage in any activities that would cause the Issuer after to become a U.S. real property holding corporation (“USRPHC”) and shall notify Subscriber in writing as promptly as possible if it determines that there is a significant risk that it may become a USRPHC. In addition, upon the consummation of the transaction contemplated hereby will beSubscriber’s reasonable request, an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (n) Neither the Issuer nor shall use commercially reasonable efforts to determine whether it is a USRHPC and shall promptly inform the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined Subscriber in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing writing once such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement determination has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) abovemade.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers that: (a) The Issuer is an exempted company duly incorporated, a corporation registered and validly existing and in good standing under the laws of the Cayman Islands. The Issuer has all Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) (“Corporations Act”), with corporate power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. (b) As The Subscriber will acquire at the Subscription Closing (i) the full legal and beneficial ownership of the Closing DateAcquired Shares free and clear of all encumbrances, all subject to the Equity Support registration of the Subscriber in the register of shareholders; (ii) the Acquired Shares will be that have been duly authorized andand validly issued by the Issuer; (iii) the Acquired Shares free of competing rights, when issued including pre-emptive rights or rights of first refusal; and delivered to each Subscriber against (iv) the Acquired Shares that are fully paid and have no money owing in respect of them (assuming full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles of association (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman Islands). (c) This Equity Support Subscription Agreement has and the Other Subscription Agreements, if any, entered into on or prior to the date hereof, (the “Transaction Documents”) have been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Agreement constitutes Issuer. The Transaction Documents constitute the valid and legally binding agreement obligation of each Subscriberthe Issuer, this Equity Support Agreement is enforceable against the Issuer in accordance with its their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or and (ii) principles of equity, whether considered at law or equity. (d) The issuance [RESERVED] (e) Assuming the accuracy of Subscriber’s representations and sale warranties set forth in Section 5 of this Subscription Agreement, the execution and delivery by the Issuer of all the Equity Support Shares pursuant to this Equity Support AgreementTransaction Documents, and the performance by the Issuer of its obligations hereunder under the Transaction Documents, including the issuance and under each Pledge Agreement and Control Agreement sale of the Acquired Shares and the consummation of the other transactions contemplated thereby, herein and therein do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that subject, which would reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition condition, shareholders’ equity or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), ) or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under the terms of this Equity Support Subscription Agreement; (ii) result in any violation the constitution of the provisions of Issuer as amended or varied from time to time (the “Constitution”) or other organizational documents (as applicable) of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially affect the validity of the Equity Support Acquired Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement. (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) since January 13, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Other than the warrants to purchase Ordinary Shares issued in connection with the Business Combination, there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the Ordinary Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. (g) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, the Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Equity Support Shares pursuant to this Equity Support AgreementAcquired Shares), other than (i) filings the filing with the SECCommission of the Registration Statement (as defined below), (ii) filings required by applicable U.S. state or federal or Australian securities laws, (iii) the filings required in accordance with Section 16 of this Equity Support Agreement; by the Exchange, and (iv) those required by The Nasdaq Stock Market LLCconsents or filings, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain or file would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares. (gi) As of the date hereof and as of immediately prior to the Closing Date, the share capital of the Issuer and the outstanding indebtedness of the Issuer are as described in in the SEC Documents (as defined below) or as otherwise disclosed by the Issuer to Subscriber in writing. All issued Ordinary Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights. Except as set forth above and pursuant to the option agreements entered into by certain existing shareholders of Tritium and certain affiliates of DCRN’s sponsor in contemplation of the Post-Closing Funding (the “Option Agreements”) or as described in the SEC Documents, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Ordinary Shares or other equity interests in the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, the Issuer has no subsidiaries (other than Merger Sub, DCRN and Tritium) and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as set forth in the SEC Documents. Notwithstanding the foregoing, after the date of this Subscription Agreement and before the Subscription Closing, certain other investors may enter into subscription agreements with DCRN and the Issuer substantially similar to this Subscription Agreement, pursuant to which such investors (the “Future Subscribers”) would agree to subscribe for and purchase, and the Issuer would agree to issue and sell to such Future Subscribers, on the Closing Date, Ordinary Shares at the Share Purchase Price. (j) The Issuer has not received any written communication from a governmental authority that alleges entity alleging that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (k) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription Agreement. (l) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. (m) The Issuer has not entered into any side letter or similar agreement with any other subscriber pursuant to Other Subscription Agreements or any other investor in connection with such investor’s direct or indirect investment in the Issuer other than (i) the Business Combination Agreement, (ii) the Other Subscription Agreements, (iii) agreements or forms thereof that have been publicly filed by the Issuer via the Commission’s XXXXX system, and (iv) contracts with respect to the sale, supply, marketing or distribution of goods or services by operating companies. No Other Subscription Agreement (other than any Other Subscription Agreements entered into by investment companies registered under the Investment Company Act or investors advised by an investment adviser subject to regulation under the Investment Advisers Act solely to the extent contemplated by Section 2(a) hereof) nor any agreements relating to the Post-Closing Funding or Option Agreements contain terms (economic or otherwise) more favorable to any such other subscribers than as set forth in this Subscription Agreement (provided that, (i) Subscriber agrees and acknowledges that the terms set forth in the form of Option Agreement publicly filed by the Issuer on Form 6-K with the SEC on January 14, 2022 are not more favorable to the subscribers thereto than as set forth in this Subscription Agreement and (ii) excluding any strategic or service arrangement unrelated to the issuance of equity securities of the Issuer or other financing-related matters that may be entered into with a party that participates in the Post-Closing Funding). The Other Subscription Agreements, any agreements relating to the Post-Closing Funding, and Option Agreements have not been amended or waived in any material respect and reflect the same Share Purchase Price as set forth herein. If the Issuer issues Ordinary Shares or other securities that are convertible or otherwise exchangeable for Ordinary Shares, in each case, which are not included in the Post-Closing Funding, and the effective price per Ordinary Share for such securities is less than the Share Purchase Price, then the Share Purchase Price shall be reduced to such lower price. (n) There is no (i) suit, action, proceeding, or arbitration pending, or, to the Issuer’s knowledge, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer, except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ho) Assuming The Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the accuracy of each Subscriber’s representations Acquired Shares, except for placement fees payable at the Subscription Closing to Credit Suisse Securities (USA) LLC (“Credit Suisse”) Citigroup Global Markets Inc. (“Citi”) and warranties set forth X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) in Section 6 of this Equity Support Agreement, no registration under the Securities Act of 1933, their capacity as amended (the “Securities Act”), is required placement agents for the offer and sale of the Equity Support Acquired Shares by (in such capacity, the Issuer to “Placement Agents,” and each Subscribersa “Placement Agent”). (ip) Neither None of the Issuer Issuer, its subsidiaries or any of their affiliates, nor any person acting on its their behalf has offered has, directly or sold indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Equity Support issuance of any of the Acquired Shares by any form of general solicitation or general advertising in violation under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities ActAct or otherwise. (j) Following the Transaction Closing, the issued and outstanding Shares of the Issuer will be registered pursuant to Section 12(b) of the Exchange Act. Following the Closing, the Equity Support Shares are expected to be registered under the Exchange Act. (kq) The Issuer is and its affiliates will not under any obligation to pay any broker’s fee directly or commission in connection with indirectly use the proceeds of the sale of the Equity Support Acquired Shares, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund a person or entity named on an OFAC List (as defined below), (ii) that is owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) that is organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) that is a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) that is a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. (lr) The Issuer is not, and immediately after receipt of payment by the Issuer after for the consummation of the transaction contemplated hereby, Acquired Shares will not be required to register as be, an “investment company” as such term is defined in within the meaning of the Investment Company Act of 1940, as amended. (ms) The Issuer ishas made available to Subscriber (including via the Commission’s XXXXX system) a copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since the first date on which any class of securities of the Issuer was registered with the Commission, if any (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in all material respects with the applicable requirements of the Exchange Act, Securities Act, and the Issuer after the consummation applicable rules and regulations of the transaction contemplated hereby will be, an “eligible contract participant” (as such term is defined in Section 1a(18) Commission promulgated thereunder. None of the Commodity SEC Documents filed under the Exchange ActAct (except to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, as amendedwhen filed, other than any untrue statement of a person material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any SEC Document that is an eligible contract participant under Section 1a(18)(C) a registration statement, or included, when filed, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the Commodity Exchange Act). (n) Neither circumstances under which they were made, not misleading, in the case of all other SEC Documents. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer nor was required to file with the Issuer after Commission since its inception. There are no material outstanding or unresolved comments in comment letters from the consummation Staff of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and Commission with respect to any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debtsSEC Documents. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.

Issuer Representations and Warranties. The Issuer represents and warrants to each Subscribers the Investor that: (a) The Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman IslandsIslands (to the extent such concept exists in such jurisdiction). The Issuer has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Equity Support Subscription Agreement. As of the each Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation and in good standing under the laws of the Cayman IslandsState of Delaware. (b) As of the each Closing Date, all the Equity Support Shares will be duly authorized and, when issued and delivered to each Subscriber the Investor against full payment therefor in accordance with the terms of this Equity Support Subscription Agreement, the Equity Support Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s memorandum and articles certificate of association incorporation (as in effect at such time of issuance) or under the Companies Act, as amended, of the Cayman IslandsDelaware General Corporation Law. (c) This Equity Support Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Equity Support Subscription Agreement constitutes the valid and binding agreement of each Subscriberthe Investor, this Equity Support Subscription Agreement is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (d) The issuance and sale by the Issuer of all the Equity Support Shares pursuant to this Equity Support Agreement, and the performance of its obligations hereunder and under each Pledge Subscription Agreement and Control Agreement and the transactions contemplated thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party (including without limitation the Transaction Agreement) or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Issuer; or (iii) result in any violation of any law, statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Equity Support Shares or the legal authority of the Issuer to comply in all material respects with its obligations under this Equity Support Subscription Agreement.. ​ (e) As of their respective filing dates, all reports required to be filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) SEC since January 13July 24, 2021 2020 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports. (f) The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, domestic or foreign, self-regulatory organization or other person in connection with the issuance of the Equity Support Shares pursuant to this Equity Support Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 16 13 of this Equity Support Subscription Agreement; , (iv) those required by The Nasdaq Stock Market LLC, including with respect to obtaining approval of the Issuer’s stockholders, and (v) those the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) As of the date hereof, the Issuer has not received any written communication from a governmental authority that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Assuming the accuracy of each Subscriberthe Investor’s representations and warranties set forth in Section 6 of this Equity Support Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Equity Support Shares by the Issuer to each Subscribersthe Investor. (i) Neither the Issuer nor any person acting on its behalf has offered or sold the Equity Support Shares by any form of general solicitation or general advertising in violation of the Securities Act. (j) Following As of the Transaction Closingdate hereof, the issued and outstanding Shares Class A ordinary shares of the Issuer will be are registered pursuant to Section 12(b) of the Exchange Act. Following the ClosingDomestication, the Equity Support Shares are expected to be registered under the Exchange Act. (k) The Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Equity Support Shares. (l) The Issuer is not, and Shares other than to the Issuer after the consummation of the transaction contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (m) The Issuer is, and the Issuer after the consummation of the transaction contemplated hereby will be, an “eligible contract participant” Placement Agents (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Actbelow). (n) Neither the Issuer nor the Issuer after the consummation of the transaction contemplated hereby (as applicable, following the Collateral Account Deposit, the Option Premium Payment and any payment pursuant to Section 13(a) hereof) (i) is, or shall be, “insolvent” (as such term is defined in Section 101(32) of the Bankruptcy Code (Title 11 of the United States Code)) and (ii) for the purposes of Cayman Islands law, is and will be unable to pay its debts. (o) The Issuer, the SPAC, Cartesian Capital Group, LLC, the indirect controlling person of the Issuer (the “Issuer Shareholder ”) and/or their respective advisors (collectively, the “Project Maple Parties”) have not, directly or indirectly, negotiated or entered into an Excluded Financing with any other parties for the benefit of the Issuer, the SPAC, the shareholders of the Issuer or the shareholders of the SPAC. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 5(o). (p) As of the date hereof, each of the Issuer and the Issuer Shareholder are not a party to any agreement with any third parties containing “most favored nation” clauses that (i) could be reasonably expected to be breached by this Equity Support Agreement and/or (ii) could be reasonably expected to create “tag-along” rights in favor of any third parties. (q) The Issuer (i) is capable of evaluating independently the risks and benefits to it that may arise in respect of the transactions contemplated by this Equity Support Agreement; (ii) has determined based on its own independent review and such professional advice as it deems appropriate that this Equity Support Agreement and the transactions contemplated hereby are (A) are fully consistent with its financial needs, objectives and condition, (B) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to it, and (C) are a fit, proper and suitable for it (including as to any legal, regulatory, tax, accounting or economic consequences arising from such transaction), notwithstanding the substantial risks inherent therein, including in particular but without limitation, the provisions of Sections 7, 13 and 15. (r) (i) The directors of the Issuer have concluded that (A) the this Equity Support Agreement and the transactions contemplated hereby are suitable for it, for its commercial benefit and in its best interests, in light of its own business objectives, financial condition and expertise and (B) this Equity Support Agreement has been duly approved and authorized by directors of the Issuer after due consideration by them of the foregoing matters and those referred to in Section 5(q) above.