Common use of Non-Redemption Agreement Clause in Contracts

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein as the “Backstop Investor Shares”. (b) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (c) No later than two (2) business days prior to the Closing, the Backstop Investor hereby agrees to provide written notice to the Company of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a). (d) If the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandoned.

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase up to 500,000 Ordinary Shares up to the applicable amount set out in Exhibit A (the “Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein as the “Backstop Investor Shares”. (b) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”)Closing. (c) No later than two (2) business days prior to the Closing, the Backstop Investor hereby agrees to provide written notice to the Company of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a). (d) If the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such the Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandoned.

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees to rescind or reverse any previously submitted redemption demand within ten (10) business days following the execution of this Agreement with respect to up to the number of Ordinary Shares held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and (b) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand redemption demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two transactions within ten (210) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower execution of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. this Agreement. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a1(b) together with the Existing Shares are referred to herein as the “Backstop Investor Shares”. (bc) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (cd) No later than two Within ten (210) business days prior to following the Closingexecution of this Agreement, the Backstop Investor hereby xxxxxx agrees to provide written notice to the Company Company: (i) of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a1(b).; (dii) If of the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the total number of Backstop Investor Shares acquired by it held as of one (1) business day following the execution of this Agreement; and (iii) attaching evidence or proof of purchase and/or ownership of such Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant in a form reasonably satisfactory to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandonedCompany.

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees to rescind or reverse any previously submitted redemption demand within five (5) business day following the execution of this Agreement with respect to up to the number of Ordinary Shares held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and (b) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand redemption demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least transactions within five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower execution of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. this Agreement. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a1(b) together with the Existing Shares are referred to herein as the “Backstop Investor Shares”. (bc) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (cd) No later than two Within five (25) business days prior to day following the Closingexecution of this Agreement, the Backstop Investor hereby xxxxxx agrees to provide written notice to the Company Company: (i) of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a1(b).; (dii) If of the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the total number of Backstop Investor Shares acquired by it held as of one (1) business day following the execution of this Agreement; and (iii) attaching evidence or proof of purchase and/or ownership of such Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant in a form reasonably satisfactory to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandonedCompany.

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees to rescind or reverse any previously submitted redemption demand within one (1) business day following the execution of this Agreement with respect to the Ordinary Shares held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and (b) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand redemption demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within transactions within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower execution of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. this Agreement. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a1(b) together with the Existing Shares are referred to herein as the “Backstop Investor Shares”. (bc) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (cd) No later than two Within one (21) business days prior to day following the Closingexecution of this Agreement, the Backstop Investor hereby xxxxxx agrees to provide written notice to the Company Company: (i) of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a1(b).; (dii) If of the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the total number of Backstop Investor Shares acquired by it held as of one (1) business day following the execution of this Agreement; and (iii) attaching evidence or proof of purchase and/or ownership of such Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant in a form reasonably satisfactory to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandonedCompany.

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor has the option, but not the obligation, to irrevocably and unconditionally rescind or reverse any previously submitted redemption demand within one (1) business day following the execution of this Agreement with respect to the Common Stock held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and that the Backstop Investor actually acquires pursuant to this Section 1(b) together with the Existing Shares are referred to herein as the “Backstop Investor Shares”. The Backstop Investor will only reverse or rescind redemption demands if the Backstop Investors Shares are able to be sold at a price higher than $9.00. (b) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares Common Stock up to the applicable amount set out in Exhibit A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand redemption demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within transactions within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower execution of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein as the “Backstop Investor Shares”Agreement. (bc) For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares Common Stock (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (cd) No later than two Within one (21) business days prior to day following the Closingexecution of this Agreement, the Backstop Investor hereby xxxxxx agrees to provide written notice to the Company Company: (i) of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a1(b).; (dii) If of the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the total number of Backstop Investor Shares acquired by it held as of one (1) business day following the execution of this Agreement; and (iii) attaching evidence or proof of purchase and/or ownership of such Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant in a form reasonably satisfactory to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandonedCompany.

Non-Redemption Agreement. (a) Subject to the conditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees to rescind or reverse any previously submitted redemption demand within two (2) business days following the execution of this Agreement with respect to the Ordinary Shares held by the Backstop Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing Shares”); and (b) Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase Ordinary Shares up to the applicable amount set out in Exhibit A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand redemption demand with respect to such shares, either in the open market or through privately negotiated transactions, no later than transactions within two (2) business days prior to the Closing, provided that the Company provides public disclosure of the date on which the Closing is expected to occur at least five (5) business days prior to the Closing (the “Closing Announcement”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to the Backstop Investor as to the date on which the repayment in full by the Borrower execution of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. this Agreement. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a1(b) together with the Existing Shares are referred to herein as the “Backstop Investor Shares”. (bc) The Acquired Share Cap shall be equal to 10.83 times the number of Committed Shares (as defined below). For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (cd) No later than Within two (2) business days prior to following the Closingexecution of this Agreement, the Backstop Investor hereby xxxxxx agrees to provide written notice to the Company Company: (i) of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a1(b).; (dii) If of the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the applicable Share Cap, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference between such Share Cap and the total number of Backstop Investor Shares acquired by it held as of two (2) business days following the execution of this Agreement; and (iii) attaching evidence or proof of purchase and/or ownership of such Backstop Investor (the “Replacement Shares”). In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant in a form reasonably satisfactory to the first resale registration statement filed by Holdco following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandonedCompany.

Non-Redemption Agreement. (a) Subject Commencing on the date that is 5 business days from the public disclosure of this Agreement through that certain Current Report defined pursuant to Section 8 hereof, provided the Company has cleared SEC Comments with regard to the conditions set forth proxy statement and prospectus underlying the Merger (“Merger Proxy”), and through 5:00 p.m. Eastern Time on the last date on which it may purchase the Company’s Class A Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date in this Agreementconnection with the Company’s Merger Proxy (the “Market Deadline”), the Backstop Investor shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase 500,000 Class A Ordinary Shares up to the applicable amount set out in Exhibit A (the “Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand with respect to such shares, either in the open market or through in other privately negotiated transactions, no later than two (2) business days prior to transactions with third parties. On the Closing, provided that date immediately following the Market Deadline and promptly at other times requested by the Company provides public disclosure from time to time, Backstop Investor shall notify the Company in writing of the date on which the Closing is expected to occur at least five number of Class A Ordinary Shares so purchased (5) business days prior to the Closing (hereinafter the “Closing AnnouncementOpen Market Shares”). Within one (1) business day following the Closing Announcement, the Company shall cause the Borrower to provide written notice to aggregate purchase price paid therefor by the Backstop Investor as to the date on which the repayment in full by the Borrower of all sums due pursuant to the Loan Agreement occurred or shall occur, which such date the Backstop Investor may rely upon to determine the applicable Share Cap in accordance with Exhibit A. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein as the “Backstop Investor Shares”. (b) Investor. For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional shares in excesss of the contemplated 500,000 Open market Shares of Class A Ordinary Shares (such shares, “Non-Backstop Investor Shares”) which are will not be subject to this Agreement, including any Ordinary Shares in excess of the applicable Share Cap on the date of the Closing (the “Closing Date”). (c) No later than two (2) business days prior ; Subject to the Closingconditions set forth in this Agreement, the Backstop Investor irrevocably and unconditionally hereby agrees that it will not elect to provide written notice to the Company redeem or otherwise tender or submit for redemption any of the total number of Backstop Investor Open Market Shares it has acquired pursuant to Section 1(a). (d) If in connection with the Business Combination; provided also that in the event the Backstop Investor is unable has previously elected to purchase Ordinary redeem, tendered or submitted the Open Market Shares in an amount equal for redemption, the Backstop Investor shall rescind or reverse such redemption within 2 business days following the execution of this Agreement and no later than 2 Business Days prior to the applicable Share Capclosing of the Business Combination. So long as at least 500,000 Open market Shares are owned by the Backstop Investor upon consummation of the Business Combination, then the Company shall issue Ordinary Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) pay to the Backstop Investor a payment in an amount equal to the difference between such Share Cap and the number respect of Backstop Investor its Open Market Shares acquired by the Backstop Investor (the “Replacement SharesNon-Redemption Cash”). In ) in cash released from the event that the Replacement Shares are unregistered shares and subject Trust Account (as defined below) equal to transfer restrictions, then the Replacement Shares shall promptly be registered pursuant to the first resale registration statement filed by Holdco $100,000 immediately following the Closing (the “Resale Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder close of the Replacement Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur and the Business Combination is abandonedCombination.