Common use of Issuer’s Covenants Clause in Contracts

Issuer’s Covenants. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and (d) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agent.

Issuer’s Covenants. a. Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriberthird anniversary of the Closing Date, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreement solely to finance the Transactions. d. The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred pursuant to Rule 144, if and in each case, the transfer restrictions as set forth on Exhibit A holder provides the Issuer with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or any applicable state securities laws, upon request of Subscriber, the Act. The Issuer shall use be responsible for the fees of its commercially reasonable efforts to cooperate transfer agent and all DTC fees associated with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentissuance.

Issuer’s Covenants. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and (d) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agent.

Issuer’s Covenants. a. Except as contemplated herein, Holdings, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Holdings Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer or Holdings, as applicable, to the public without registration, the Issuer Holdings agrees, until the Acquired Shares are sold by Subscriberthird anniversary of the Closing Date, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer Holdings under the Securities Act and the Exchange Act so long as the Issuer Holdings remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Holdings Shares, as promptly as reasonably practicable upon request, (x) a written statement by the IssuerHoldings, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer Holdings and such other reports and documents so filed by the Issuer with the Commission Holdings and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. Holdings will use the proceeds from the sale of the Holdings Shares and the shares issued and sold pursuant to the Other Subscription Agreement solely to finance the Transactions. d. The legend described in Section 5(e) shall be removed and Holdings shall issue a certificate without such legend to the holder of the Holdings Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) such Holdings Shares are registered for resale under the Securities Act, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides Holdings with an opinion of counsel, in a form reasonably acceptable to Holdings, to the effect that such sale, assignment or transfer of the Holdings Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Holdings Shares can be sold, assigned or transferred pursuant to Rule 144, if and in each case, the transfer restrictions as set forth on Exhibit A holder provides Holdings with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or any applicable state securities laws, upon request Act. Holdings shall be responsible for the fees of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate transfer agent and all DTC fees associated with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentissuance.

Issuer’s Covenants. a. Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, tofor so long as Subscriber holds Registrable Securities: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreement as described in the Issuer’s definitive proxy statement on Schedule 14A delivered to its stockholders in connection with the Transactions. d. The legend described in Section 4(f) shall be removed and the Issuer shall issue a certificate or a book entry record without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, upon the sale thereof, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, if including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the transfer restrictions Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as set forth on Exhibit A applicable, and in each case, the holder provides the Issuer with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or Act. The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable state securities lawsbroker fees, upon request fees and disbursements of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such their legal counsel and any applicable transfer restrictions removed, including providing authorization to the Issuer’s transfer agenttaxes).

Issuer’s Covenants. (a) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until all of the Acquired Shares Registrable Securities are sold by Subscriber, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (ciii) furnish to Subscriber so long as it owns the Acquired SharesRegistrable Securities, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and (div) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Transfer Agent within two (2) business days of the Issuer’s transfer agentreceipt of such request. (b) The Issuer shall use all of the proceeds from the sale of the Acquired Shares solely to fund the Transaction as contemplated in this Subscription Agreement (except that up to $10 million of such proceeds may be used for general working capital purposes). (c) Following the Subscription Closing, unless relying on Regulation S, the Issuer agrees to file a Form D with respect to the Acquired Shares as required under Regulation D under the Securities Act and to provide a copy thereof to Subscriber promptly after such filing. The Issuer shall make all filings and reports relating to the offer and sale of the Acquired Shares required under applicable securities or “Blue Sky” laws of the states of the United States, if applicable, following the Subscription Closing. (d) Except as required by applicable law (including the requirement of any stock exchange or securities regulatory authority), the parties hereto shall not (and the parties shall cause their respective affiliates not to) release any public statement regarding the Transaction, this Agreement or the transactions contemplated thereby (including the identity of any party or financial terms of the Transaction Agreements), without the prior written consent of the other parties, not to be unreasonably withheld, conditioned or delayed. In each case in which applicable law requires a party’s release of any such public statement without the other party’s prior consent, such releasing party shall use reasonable efforts to provide a copy of such release or statement to the other parties in advance of such release and to incorporate the other party’s reasonable comments thereon.

Issuer’s Covenants. a. Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by SubscriberShares, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired SharesSubscriber, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreements solely to finance the Transactions. d. The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (di) in connection with a such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale by Subscriber thereof, (ii) the Acquired Shares are sold pursuant to Rule 144, if (iii) in connection with any other sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act Act, or any applicable state securities laws(iv) the Acquired Shares can be sold, upon request of Subscriberassigned or transferred without restriction or current public information requirements pursuant to Rule 144, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers in accordance with the Securities Act. The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance. The Issuer shall use its commercially reasonable efforts at its own expense to cooperate with Subscriber cause its legal counsel to have such transfer restrictions removeddeliver an opinion, including providing authorization if necessary, to the Transfer Agent in connection with the instruction under in this Section 8(d) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Issuer as reasonably requested by the Issuer’s transfer agent, its counsel, or the Transfer Agent, establishing that restrictive legends are no longer required.

Issuer’s Covenants. (a) Except as contemplated herein, Issuer, its subsidiaries, their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriberregistered for resale under the Securities Act, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written an electronic statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a an electronic copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (if not available via the Commission Commission’s XXXXX) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (c) The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreements and the Private PIPE Subscription Agreements solely to finance the Transactions. (d) The legend described in Section 2(d) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the . The Issuer shall use be responsible for the fees of its commercially reasonable efforts to cooperate transfer agent and all DTC fees associated with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentissuance.

Issuer’s Covenants. (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective controlled affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by Subscriber, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired SharesSubscriber, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (c) As of immediately prior to the First Merger the Issuer agrees that the authorized capital stock of the Issuer will consist of (i) 1,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”) and (ii) 110,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), including (1) 100,000,000 Class A Shares and (2) 10,000,000 Class B Shares. As of immediately prior to the First Merger, the Issuer agrees that (i) no shares of Preferred Stock will be issued and outstanding, (ii) 24,825,000 Class A Shares will be issued and outstanding, (iii) 6,037,500 Class B Shares will be issued and outstanding and (iv) 12,412,000 redeemable warrants and 337,500 private placement warrants will be outstanding, none of which are exercisable on or prior to the Closing. As of immediately prior to the First Merger, the Issuer covenants that all (i) issued and outstanding Class A Shares and Class B Shares will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to and will not be issued in violation of any preemptive rights and (ii) outstanding warrants will be duly authorized and validly issued, fully paid and will not subject to and will not be issued in violation of any preemptive rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Business Combination Agreement, the Issuer agrees that there will be 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 immediately prior to the First Merger, other than Merger Sub I and Merger Sub II, the Issuer will not have any subsidiaries and will not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. As of immediately prior to the First Merger, the Issuer agrees there will be 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 (i) as set forth in the SEC Reports (as defined below) and (ii) as contemplated by the Business Combination Agreement. Except as disclosed in the SEC Reports, as of immediately prior to the First Merger, the Issuer agrees that it will not have any outstanding indebtedness and will not have any outstanding long-term indebtedness as of the Closing Date. (d) The Issuer will use its commercially reasonable efforts to cause the issued and outstanding Class A Shares to be registered pursuant to Section 12(b) of the Exchange Act, and to be listed for trading on Nasdaq under the symbol “ITHX” (it being understood that the trading symbol will be changed in connection with a sale by Subscriber pursuant the Transaction). (e) The Issuer will use its commercially reasonable efforts to Rule 144cause the Class A Shares to be eligible for clearing through the DTC, if through its DWAC system, and the transfer restrictions as set forth on Exhibit Issuer will us its commercially reasonable efforts to be eligible and participate in the DRS of DTC with respect to the Class A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon Shares. (f) Upon request of the Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber promptly cause the removal of the legend described in Section 4(f) and to have issue a certificate or a book entry record without such transfer restrictions removedlegend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale thereof, (ii) the Acquired Shares are sold pursuant to Rule 144, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including providing authorization without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers in accordance with the Securities Act. With respect to a sale pursuant to the foregoing clause (ii), the Issuer shall use its commercially reasonable efforts to cause the removal of such legend within three business days of receipt of Subscriber’s request, provided that the Subscriber has provided such customary representations and other documentation in connection therewith. The Issuer shall be responsible for the fees of the Transfer Agent, counsel to the Issuer’s , and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer agenttaxes). The Issuer shall use its commercially reasonable efforts at its own expense to cause its legal counsel to deliver an opinion, if necessary, to DTC or the Transfer Agent in connection with the instruction under in this Section 8(c) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Subscriber as reasonably requested by the Issuer, its counsel, DTC or Transfer Agent, establishing that restrictive legends are no longer required.

Issuer’s Covenants. a. Except as contemplated herein, Holdings, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Holdings Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer Holdings agrees, until the Acquired Shares are sold by Subscriberthird anniversary of the Closing Date, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer Holdings under the Securities Act and the Exchange Act so long as the Issuer Holdings remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Holdings Shares, as promptly as reasonably practicable upon request, (x) a written statement by the IssuerHoldings, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission Holdings and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. Holdings will use the proceeds from the sale of the Holdings Shares and the shares issued and sold pursuant to the Other Subscription Agreement solely to finance the Transactions. d. The legend described in Section 4(e) shall be removed and Holdings shall issue a certificate without such legend to the holder of the Holdings Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) such Holdings Shares are registered for resale under the Securities Act, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides Holdings with an opinion of counsel, in a form reasonably acceptable to Holdings, to the effect that such sale, assignment or transfer of the Holdings Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Holdings Shares can be sold, assigned or transferred pursuant to Rule 144, if and in each case, the transfer restrictions as set forth on Exhibit A holder provides Holdings with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or any applicable state securities laws, upon request Act. Holdings shall be responsible for the fees of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate transfer agent and all DTC fees associated with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentissuance.

Issuer’s Covenants. (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective controlled affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by Subscriber, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired SharesSubscriber, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (dc) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon Upon request of the Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber promptly cause the removal of the legend described in Section 4(f) and to have issue a certificate or a book entry record without such transfer restrictions removedlegend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale thereof, (ii) the Acquired Shares are sold pursuant to Rule 144, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including providing authorization without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers in accordance with the Securities Act. With respect to a sale pursuant to the foregoing clause (ii), the Issuer shall use its commercially reasonable efforts to cause the removal of such legend within three (3) business days of receipt of Subscriber’s request, provided that the Subscriber has provided such customary representations and other documentation in connection therewith. The Issuer shall be responsible for the fees of the Transfer Agent, counsel to the Issuer’s , and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer agenttaxes). The Issuer shall use its commercially reasonable efforts at its own expense to cause its legal counsel to deliver an opinion, if necessary, to DTC or the Transfer Agent in connection with the instruction under in this Section 8(c) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Subscriber as reasonably requested by the Issuer, its counsel, DTC or Transfer Agent, establishing that restrictive legends are no longer required.

Issuer’s Covenants. a. Except as contemplated herein, Issuer, its subsidiaries, their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriberregistered for resale under the Securities Act, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreement solely to finance the Transactions. d. The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the . The Issuer shall use be responsible for the fees of its commercially reasonable efforts to cooperate transfer agent and all DTC fees associated with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentissuance.

Issuer’s Covenants. (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, for so long as Subscriber holds Registrable Securities to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (dc) The Issuer shall use its commercially reasonable efforts to remove the legend described in connection with Section 4(f) and to issue a certificate or a book entry record without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, upon the sale by Subscriber thereof, if such holder provides customary paperwork in a form reasonably acceptable to the Issuer to the effect that it has sold such securities pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by an effective registration statement under the Securities Act or any applicable state securities lawsand the plan of distribution set forth therein, upon request of Subscriber, provided that the Issuer shall use its commercially reasonable efforts to cooperate cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection therewith, (ii) in connection with Subscriber to have a sale, assignment or other transfer, such transfer restrictions removedholder provides the Issuer with an opinion of counsel and other customary paperwork, including providing authorization in a form reasonably acceptable to the Issuer’s , to the effect that such sale, assignment or transfer agentof the Acquired Shares may be made without registration under the applicable requirements of the Securities Act and such holder agrees to sell, assign or otherwise transfer such securities in accordance with such valid exemption from the registration requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with customary paperwork including an undertaking to effect that any sales or other transfers will occur in accordance with Rule 144. The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer taxes).

Issuer’s Covenants. a. Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, tofor so long as Subscriber holds Registrable Securities: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreement as described in the Issuer’s definitive proxy statement on Schedule 14A delivered to its shareholders in connection with the Transactions. d. The legend described in Section 5(g) shall be promptly removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery to Subscriber’s identified custodial accounts, if (di) such Acquired Shares are registered for resale under the Securities Act, upon the sale thereof, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, if including any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the transfer restrictions Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as set forth on Exhibit A applicable, and in each case, the holder provides the Issuer with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or Act. The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable state securities lawsbroker fees, upon request fees and disbursements of Subscriber, their legal counsel and any applicable transfer taxes). The Issuer shall provide a personal contact at the Issuer Issuer’s transfer agent and shall use its commercially reasonable efforts to cooperate cause its transfer agent to promptly respond to legend removal requests made by Subscriber in accordance with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentthis provision.

Issuer’s Covenants. With (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective controlled affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the [Acquired]44 Shares under the Securities Act. (b) Following such time as Rule 144 is available, with a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration144, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by Subscriber, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144;; [and] (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such the requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and] (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (dc) Immediately following the execution and delivery of this Agreement by the parties hereto, the Issuer shall, in connection accordance with a sale the General Corporation Law of the State of Delaware (the “DGCL”), use its commercially reasonable efforts to seek and obtain the Stockholder Approval by Subscriber pursuant to Rule 144written consent of Embraer Aircraft Holding, if Inc. in the transfer restrictions form attached as set forth on Exhibit A to hereto (the “Stockholder’s Written Consent”). As soon as practicable after execution of this Subscription Agreement are no longer required by Agreement, the Issuer shall prepare and file with the Securities Act or any applicable state securities laws, upon request of Subscriber, and Exchange Commission (the “SEC”) the Information Statement. The Issuer shall use its commercially reasonable efforts to cooperate resolve all SEC comments with Subscriber respect to the Information Statement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such transfer restrictions removed, including providing authorization filing. The Issuer shall make any necessary filings with respect to the Issuer’s transfer agentIssuance under the Exchange Act and the rules and regulations thereunder.] 44 In place of the bracketed language, certain Subscription Agreements included the following: Transaction. [At least one Subscription Agreement included the following:

Issuer’s Covenants. a. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by Subscriber, toShares: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (bi) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (cii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144144(c) or Rule 144(i), as applicable, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. b. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreement as described in the Issuer’s definitive proxy statement on Schedule 14A delivered to its stockholders in connection with the Transactions. c. The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, upon the sale thereof, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, if including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the transfer restrictions Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as set forth on Exhibit A applicable, and in each case, the holder provides the Issuer with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or Act. The Issuer shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable state securities lawsbroker fees, upon request feels and disbursements of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such their legal counsel and any applicable transfer restrictions removed, including providing authorization to the Issuer’s transfer agenttaxes).

Issuer’s Covenants. (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriberthird anniversary of the Closing Date, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144;144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;144; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (c) The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreement solely to finance the Transactions. (d) The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Acquired Shares are registered for resale under the Securities Act, (ii) in connection with a sale by Subscriber sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares can be sold, assigned or transferred pursuant to Rule 144, if and in each case, the transfer restrictions as set forth on Exhibit A holder provides the Issuer with an undertaking to this Subscription Agreement are no longer required by effect any sales or other transfers in accordance with the Securities Act or any applicable state securities laws, upon request of Subscriber, the Act. The Issuer shall use be responsible for the fees of its commercially reasonable efforts to cooperate transfer agent and all DTC fees associated with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agentissuance.

Issuer’s Covenants. (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, for so long as Subscriber holds Registrable Securities to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (dc) The Issuer shall use its commercially reasonable efforts to remove the legend described in connection with Section 4(g) and to issue a sale certificate or a book entry record without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by Subscriber pursuant to Rule 144electronic delivery at the applicable balance account at DTC, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement (i) such Acquired Shares are no longer required by registered for resale under the Securities Act or any applicable state securities laws, upon request of Subscriber, Act; provided that the Issuer shall use its commercially reasonable efforts to cooperate cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection therewith, (ii) in connection with Subscriber to have a sale, assignment or other transfer, such transfer restrictions removedholder provides the Issuer with an opinion of counsel and other customary paperwork, including providing authorization in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act and such holder agrees to sell, assign or otherwise transfer such securities in accordance with such valid exemption from the registration requirements of the Securities Act, (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with customary paperwork including an undertaking to effect that any sales or other transfers will occur in accordance with Rule 144, or (iv) at any time on or after July 28, 2022, the holder of any Acquired Shares certifies that it is not an “affiliate” of the Issuer (as such term is used under Rule 144) and that the such holder’s holding period for purposes of Rule 144 and subsection (d)(3)(iii) thereof with respect to such Acquired Shares is at least six (6) months. The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer agenttaxes). (d) The Issuer shall use its best efforts not, and shall use its best efforts not to permit any of its subsidiaries and Affiliates or any of its or their respective directors, officers or representatives to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any non-U.S. government official, in each case, in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. The Issuer shall, and shall cause each of its subsidiaries and Affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Issuer, its subsidiaries or Affiliates or any of its or their respective directors, officers or representatives in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. The Issuer shall, and shall cause each of its Affiliates and subsidiaries to, maintain systems or internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law.

Issuer’s Covenants. (a) Except as contemplated herein, the Issuer, its subsidiaries and their respective controlled affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. (b) With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by SubscriberShares, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired SharesSubscriber, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with (public availability on the Commission Commission’s XXXXX system (or successor system) being sufficient) and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. (dc) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon Upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with promptly cause the removal of the legend described in Section 4(f) and to issue a certificate or a book entry record without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, if (i) such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale thereof; provided that Subscriber agrees to have only sell such transfer restrictions removedAcquired Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement, (ii) the Acquired Shares are sold pursuant to Rule 144, or (iii) the Acquired Shares can be sold, assigned or transferred without restriction or current public information requirements pursuant to Rule 144, including providing authorization without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and any requirement for the Issuer to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers in accordance with the Securities Act. With respect to a sale pursuant to the foregoing clause (i) or (ii), the Issuer shall use its commercially reasonable efforts to cause the removal of such legend within two business days of receipt of Subscriber’s request, provided that Subscriber has provided such customary representations and other documentation in connection therewith. The Issuer shall be responsible for the fees of the Transfer Agent, counsel to the Issuer’s , and all DTC fees associated with such issuance and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, fees and disbursements of their legal counsel and any applicable transfer agenttaxes). The Issuer shall use its commercially reasonable efforts at its own expense to cause its legal counsel to deliver an opinion, if necessary, to DTC or the Transfer Agent in connection with the instruction under in this Section 8(c) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from Subscriber as reasonably requested by the Issuer, its counsel, DTC or Transfer Agent, establishing that restrictive legends are no longer required.

Issuer’s Covenants. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriberregistered for resale under the Securities Act, to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (c) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission SEC and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and (d) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agent.

Issuer’s Covenants. a. Except as contemplated herein, the Issuer, its subsidiaries and their respective affiliates shall not, and shall cause any person acting on behalf of any of the foregoing to not, take any action or steps that would require registration of the issuance of any of the Acquired Shares under the Securities Act. b. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the for so long as Subscriber holds Acquired Shares are sold by SubscriberShares, to: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; (bii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;; and (ciii) furnish to Subscriber so long as it owns the Acquired SharesSubscriber, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and. c. The Issuer will use the proceeds from the sale of the Acquired Shares and the shares issued and sold pursuant to the Other Subscription Agreements solely to finance the Transactions. d. The legend described in Section 4(e) shall be removed and the Issuer shall issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (d“DTC”), if (i) in connection with a such Acquired Shares are registered for resale pursuant to an effective registration statement under the Securities Act, upon the sale by Subscriber thereof, (ii) the Acquired Shares are sold pursuant to Rule 144, if (iii) in connection with any other sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act Act, or any applicable state securities laws(iv) the Acquired Shares can be sold, upon request of Subscriberassigned or transferred without restriction or current public information requirements pursuant to Rule 144, and in each case, the holder provides the Issuer with an undertaking to effect any sales or other transfers in accordance with the Securities Act. The Issuer shall be responsible for the fees of the Transfer Agent and all DTC fees associated with such issuance. The Issuer shall use its commercially reasonable efforts at its own expense to cooperate with Subscriber cause its legal counsel to have such transfer restrictions removeddeliver an opinion, including providing authorization if necessary, to the Transfer Agent in connection with the instruction under in this Section 8(c) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Issuer as reasonably requested by the Issuer’s transfer agent, its counsel, or the Transfer Agent, establishing that restrictive legends are no longer required.