Common use of Subscription Agreements Clause in Contracts

Subscription Agreements. The Purchaser, the Company and Pubco shall each use its reasonable best efforts to satisfy the conditions of the PIPE Investors closing obligations contained in the Subscription Agreements, and consummate the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser). 1.8 Section 10.1

Subscription Agreements. The PurchaserBuyer and RAC may not modify or waive, or provide consent to modify or waive (including consent to termination, to the Company extent required), any provisions of a Subscription Agreement or any remedy under any Subscription Agreement, in each case, without the prior written consent of Archaea; provided, that any modification or waiver that is solely ministerial in nature and Pubco does not affect any economic or any other material term (including any conditions to closing) of a Subscription Agreement shall each not require the prior written consent of Archaea. The Buyer and RAC shall use its their reasonable best efforts to satisfy take, or cause to be taken, all actions and take reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and subject to the conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to the Buyer and RAC in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) if all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to the Closing; (iii) deliver notices to counterparties to the Subscription Agreements as required by and in the manner set forth in the Subscription Agreements in order to cause timely funding in advance of the PIPE Investors closing obligations contained in Closing; (iv) enforce the Buyer’s and RAC’s rights under the Subscription Agreements, and consummate the transactions contemplated thereby. The Purchaser and Pubco shall not terminatesubject to all provisions thereof, amend or waive if all conditions in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not other than those conditions that by their nature are to be unreasonably withheldsatisfied at the Closing, delayed or conditioned)but which conditions are then capable of being satisfied) have been satisfied, and Pubco shall, except with to cause the Purchaser’s, applicable Equity Financing Sources fund the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of amounts set forth in the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under their terms and (v) provide prompt notice to Archaea if any counterparty to a Subscription Agreement, or the Purchaser reasonably believes Agreement notifies Buyer of any breach of any representation contained in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of Subscription Agreement by such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser)counterparty. 1.8 Section 10.1

Subscription Agreements. The PurchaserBuyer may not modify or waive, or provide consent to modify or waive (including consent to termination, to the extent required), any provisions of a Subscription Agreement or any remedy under any Subscription Agreement, in each case, without the prior written consent of the Company; provided, that any modification or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closing) of a Subscription Agreement shall not require the prior written consent of the Company. If the Buyer is required to consummate the Closing hereunder, the Company and Pubco Buyer shall each use its reasonable best efforts to satisfy take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and subject to the conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to the Buyer in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) if all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to the Closing; (iii) deliver notices to counterparties to the Subscription Agreements as required by and in the manner set forth in the Subscription Agreements in order to cause timely funding in advance of the PIPE Investors closing obligations contained in Closing; and (iv) without limiting the Company’s rights to enforce the Subscription Agreements, and consummate enforce the transactions contemplated thereby. The Purchaser and Pubco shall not terminateBuyer’s rights under the Subscription Agreements, amend or waive subject to all provisions thereof, if all conditions in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not other than those conditions that by their nature are to be unreasonably withheldsatisfied at the Closing, delayed or conditioned)but which conditions are then capable of being satisfied) have been satisfied, and Pubco shall, except with to cause the Purchaser’s, applicable Equity Financing Sources fund the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of amounts set forth in the Subscription Agreements in accordance with its their terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser). 1.8 Section 10.1

Subscription Agreements. The PurchaserNo later than March 1, 2021, the Company shall cause the PIPE Investors to execute and Pubco deliver to the Purchaser binding and enforceable Subscription Agreements on terms acceptable to Purchaser evidencing each such PIPE Investor’s participation in the PIPE Investment, such that at least $30,000,000 of investment capital is committed to the PIPE Investment. Each Subscription Agreement (i) shall be in full force and effect and not be withdrawn or terminated, or otherwise amended or modified, in any respect; (ii) shall be a legal, valid and binding obligation of each use its reasonable best efforts to satisfy PIPE Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by each PIPE Investor, shall violate any Laws; and (iii) shall contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors closing obligations contained to contribute to Purchaser the applicable portion of the PIPE Investment amount set forth in the Subscription Agreements, and consummate Agreements on the transactions contemplated therebyterms therein. The Purchaser and Pubco Company shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreementtake, or the Purchaser cause to be taken, all actions and do, or cause to be done, all things reasonably believes in good faith that such PIPE Investor otherwise is not willing necessary, proper or able advisable to consummate the transactions contemplated thereby upon by the Subscription Agreements on the terms and conditions described therein, including assisting the Purchaser in maintaining in effect the Subscription Agreements and using its best efforts to (a) satisfy in all material respects on a timely basis all conditions and covenants applicable to it or the Purchaser in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, assisting the Purchaser in consummating the transactions contemplated by the Subscription Agreements at or prior to Closing; (c) assisting the Purchaser in enforcing its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of such its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor’s closing obligations thereunder, then notwithstanding anything Investors to contribute the applicable portion of the PIPE Investment set forth in the Subscription Agreements at or prior to the contrary herein, except with the Purchaser’s, the Company’s Closing; and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use d) using its reasonable best efforts to enter into and consummate replacement agreements ensure that the requisite amount of funds are committed under the Subscription Agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser). 1.8 Section 10.1

Subscription Agreements. The PurchaserBuyer may not modify or waive, or provide consent to modify or waive (including consent to termination, to the extent required), any provisions of a Subscription Agreement or any remedy under any Subscription Agreement, in each case, without the prior written consent of the Company; provided, that any modification or waiver that is solely ministerial in nature and does not affect any economic or any other material term (including any conditions to closing) of a Subscription Agreement shall not require the prior written consent of the Company. If the Buyer is required to consummate the Closing hereunder, the Company and Pubco Buyer shall each use its reasonable best efforts to satisfy take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and subject to the conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to the Buyer in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) if all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at or prior to the Closing; (iii) deliver notices to counterparties to the Subscription Agreements as required by and in the manner set forth in the Subscription Agreements in order to cause timely funding in advance of the PIPE Investors closing obligations contained in Closing; and (iv) without limiting the Company’s rights to enforce the Subscription Agreements, and consummate enforce the transactions contemplated thereby. The Purchaser and Pubco shall not terminateBuyer’s rights under the Subscription Agreements, amend or waive subject to all provisions thereof, if all conditions in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not other than those conditions that by their nature are to be unreasonably withheldsatisfied at the Closing, delayed or conditioned)but which conditions are then capable of being satisfied) have been satisfied, and Pubco shall, except with to cause the Purchaser’s, applicable Equity Financing Sources fund the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of amounts set forth in the Subscription Agreements in accordance with its their terms. In Without limiting the event that there is an actual generality of the foregoing, the Buyer shall give the Company prompt (and, in any event, within one (1) Business Day) written notice: (A) of any request from a PIPE Investor for any amendment to its Subscription Agreement (other than as a result of any assignments or threatened material transfers contemplated therein or other amendment permitted thereby); (B) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by a any PIPE Investor under a its Subscription Agreement; and (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any PIPE Investor under its Subscription Agreement or any related agreement. If reasonably requested by the Company, the Buyer shall, to the extent it has such rights under the Subscription Agreement, waive any breach of any representation, warranty, covenant or agreement of the Purchaser reasonably believes in good faith that such Subscription Agreement by any PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon extent necessary to cause the satisfaction of the conditions to closing of the PIPE Investment set forth in the Subscription Agreements and solely for the purpose of consummating the Closing, provided that (i) any such waiver may be subject to, and conditioned upon, the Closing occurring and the substantially concurrent funding of such PIPE Investor’s closing obligations thereunderInvestment, then notwithstanding anything to the contrary herein(ii) subject to, except with the Purchaser’sand conditioned upon, the Company’s Closing occurring and each the substantially concurrent funding of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part the Company also waives any such breach to the extent the Company is a third party beneficiary of the PIPE Financingprovision that was so breached, and (iii) any such waiver shall be subject to the Purchaserrights of the placement agent, Pubco and the Company shallas applicable, and shall cause their respective Representatives to, reasonably cooperate under such Subscription Agreement with the Purchaser, Pubco and their respective Representatives in connection with respect to such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser)waiver. 1.8 Section 10.1

Subscription Agreements. The PurchaserParent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Company and Pubco shall each use its reasonable best efforts Subscription Agreements in a manner materially adverse to satisfy the conditions of the PIPE Investors closing obligations contained Company, it being understood that any amendments or arrangements contemplated by or referred to in the Subscription Agreements, and consummate any assignments or transfers otherwise permitted by the transactions contemplated thereby. The Purchaser and Pubco Subscription Agreements, shall not terminate, amend or waive in any manner be considered to be materially adverse to the Company. Parent shall use its commercially reasonable efforts to take, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not cause to be unreasonably withheldtaken, delayed all actions and do, or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not cause to be unreasonably withhelddone, delayed all things necessary, proper or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able advisable to consummate the transactions contemplated thereby upon by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Parent in the Subscription Agreements and otherwise comply with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of the and other than those conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not that by their nature are to be unreasonably withheldsatisfied at the Closing) have been satisfied, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become transactions contemplated by the Subscription Agreements for purposes at or prior to Closing; and (iii) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of this Agreement its Affiliates control the satisfaction of and included other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as part directed by) Parent the applicable portion of the PIPE FinancingInvestment Amount set forth in the Subscription Agreements at or prior to the Closing (if all conditions set forth in the applicable Subscription Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and other than conditions that Parent or any of its Affiliates control the satisfaction of)). Without limiting the generality of the foregoing, and the Purchaser, Pubco and Parent shall give the Company shallprompt written notice: (A) of any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Parent; (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; and shall cause their respective Representatives to, reasonably cooperate with (D) if Parent does not expect to receive all or any portion of the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement Amount on the terms, in the manner or from the PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested Investors contemplated by the Purchaser)Subscription Agreements. 1.8 Section 10.1

Subscription Agreements. The PurchaserSubject to the terms hereof, the Company Holicity shall and Pubco shall each use cause its reasonable best efforts Affiliates to satisfy the conditions of the PIPE Investors closing obligations contained in comply with its obligations, and enforce its rights, under the Subscription Agreements. Holicity shall give the Company prompt notice of any breach by any party to the Subscription Agreements of which Holicity has become aware or any termination (or alleged or purported termination) of the Subscription Agreements. Holicity shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Equity Financing and shall not permit any amendment or modification to, and or any waiver of any material provision or remedy under, or termination of, the Subscription Agreements entered into at or prior to the date hereof if such amendment, modification, waiver, remedy or termination (i) would materially delay the occurrence of the Closing, (ii) reduces the aggregate amount of the Equity Financing, (iii) adds or imposes new conditions or amends the existing conditions to the consummation of the Equity Financing or (iv) is adverse to the interests of the Company or any stockholder of the Company, in each case, in any material respect. If any amendments are made to any Subscription Agreement, Holicity shall promptly notify the Company of such amendment. Notwithstanding the foregoing, failure to obtain the proceeds from the Equity Financing shall not relieve Holicity of its obligation to consummate the transactions contemplated thereby. The Purchaser and Pubco shall by this Agreement, whether or not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its termssuch Equity Financing is available. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in each Subscription Agreement, or regardless of the Purchaser reasonably believes reason therefor, and such portion of the Equity Financing is required to fund the transactions contemplated by this Agreement on the Closing Date, Holicity will (i) as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing (the “Alternative Financing”) (in good faith that such PIPE Investor otherwise is not willing or able an amount sufficient, when taken together with any then-available Equity Financing and available cash of Holicity, to consummate the transactions contemplated thereby upon by this Agreement and to pay the satisfaction of Outstanding Company Expenses and Outstanding Holicity Expenses) on terms not less favorable in the conditions aggregate to Holicity than those contained in each Subscription Agreement that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to the consummation of such PIPE Investor’s closing obligations thereunderAlternative Financing that are more onerous to Holicity, then notwithstanding anything to the contrary herein, except with the Purchaser’s, Company and the Company’s and stockholders (in each case, in the aggregate) than the conditions set forth in each Subscription Agreement (as applicable) in effect as of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes date of this Agreement and included as part (ii) immediately notify the Company of the PIPE Financing, such unavailability and the Purchaserreason therefor. Upon receiving such notification, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and will use their respective its commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate assist Holicity in any investor meetings and roadshows as reasonably requested by the Purchaser)obtaining Alternative Financing. 1.8 Section 10.1

Subscription Agreements. The Purchaser(a) Any Affiliate of AZL may purchase Services under this Agreement by entering into a Subscription Agreement with Supplier which shall be mutually agreed by the Parties. Unless and to the extent an individual Subscription Agreement expressly provides otherwise, each Subscription Agreement shall incorporate by reference the terms and conditions of this Agreement and, to the extent applicable, the Company and Pubco shall each use its reasonable best efforts to satisfy the conditions terms of the PIPE Investors closing obligations contained Schedules and Attachments to this Agreement (unless and to the extent such terms are expressly excluded in such Subscription Agreement). As incorporated herein, all express, implied, or other references in this Agreement and the applicable Schedules and Attachments to “Allianz” shall be deemed to be references to the Affiliate of AZL executing the Subscription AgreementsAgreement for purposes of that Subscription Agreement and the Parties hereto agree that neither AZL nor any other Eligible Recipient shall have any liabilities, duties, or obligations of any kind whatsoever under that Subscription Agreement, except as expressly provided therein. Unless and consummate the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse to the Companyextent otherwise agreed, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each form of the Subscription Agreements Agreement shall be as set forth in accordance with its termsSchedule 27. (b) Notwithstanding anything to the contrary in Article 12 or any other provision of this Agreement or any Subscription Agreement, only the Affiliate of AZL executing the applicable Subscription Agreement shall be responsible for (i) the payment of any Charges incurred under the Subscription Agreement by such Affiliate and any Eligible Recipient designated by such Affiliate to receive Services under such Subscription Agreement, and (ii) the performance of any other responsibilities of such Affiliate or designated Eligible Recipient under such Subscription Agreement. In the event that there is an actual or threatened material breach or default by a PIPE Investor Any claims Supplier may have under a Subscription Agreement, including any claims relating to the payment of Charges or performance of AZL or Eligible Recipient responsibilities shall be brought directly against the Purchaser reasonably believes Affiliate of AZL executing such Subscription Agreement. Notwithstanding any provision to the contrary in this Agreement or in any Subscription Agreement, neither AZL nor the other Eligible Recipients shall have any liability to Supplier with respect to any such claims. (c) A Subscription Agreement is valid only if executed by an Affiliate of AZL and Supplier. If designated by the Affiliate of AZL executing the Subscription Agreement, other Eligible Recipients may receive Services under the Subscription Agreement, even though they did not sign the Subscription Agreement. (d) Except as otherwise provided in this Agreement or a Subscription Agreement, it is the Parties’ intention that the terms of this Agreement (including pricing, Service Levels and all other terms and conditions) will apply through the Subscription Agreement. Changes to these Agreement terms and conditions in a Subscription Agreement will be made only if and to the extent necessary to reflect circumstances particular to each Affiliate of AZL or Eligible Recipient, such as transition of the Services, transfer of resources from such Affiliate or Eligible Recipient to Supplier and similar matters. (e) To the extent the introduction of any new Eligible Recipient has a material impact on the scope or volume of the Services, such introduction shall be subject to the Change Control Procedures. (f) For avoidance of doubt, it is understood and agreed that, to the extent a Subscription Agreement involves the delivery of Services to one or more Eligible Recipients in a country other than the United States, the Parties shall confer in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby and may agree upon the satisfaction of the conditions execution of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything Subscription Agreement by local-country Affiliates of each Party and to the contrary herein, except with the Purchaser’s, the Company’s and each inclusion of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser)other local country-specific provisions. 1.8 Section 10.1

Subscription Agreements. The PurchaserSubject to the terms hereof, the Company Acquiror shall and Pubco shall each use cause its reasonable best efforts Affiliates to satisfy the conditions of the PIPE Investors closing obligations contained in comply with its obligations, and enforce its rights, under the Subscription Agreements. Acquiror shall give the Company prompt notice of any breach by any party to the Subscription Agreements of which Acquiror has become aware or any termination (or alleged or purported termination) of the Subscription Agreements. Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Equity Financing and shall not permit any amendment or modification to, and or any waiver of any material provision or remedy under, the Subscription Agreements entered into at or prior to the date hereof if such amendment, modification, waiver or remedy (i) would materially delay the occurrence of the Closing, (ii) reduces the aggregate amount of the Equity Financing, (iii) adds or imposes new conditions or amends the existing conditions to the consummation of the Equity Financing or (iv) is adverse to the interests of the Company, in each case, in any material respect. Notwithstanding the foregoing, failure to obtain the proceeds from the Equity Financing shall not relieve Acquiror of its obligation to consummate the transactions contemplated thereby. The Purchaser and Pubco shall by this Agreement, whether or not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its termssuch Equity Financing is available. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in each Subscription Agreement, or regardless of the Purchaser reasonably believes reason therefor, and such portion of the Equity Financing is required to fund the transactions contemplated by this Agreement on the Closing Date, Acquiror will (i) as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing (the “Alternative Financing”) (in good faith that such PIPE Investor otherwise is not willing or able an amount sufficient, when taken together with any then-available Equity Financing and available cash of Acquiror, to consummate the transactions contemplated thereby upon by this Agreement and to pay the satisfaction Outstanding Company Expenses and Outstanding Acquiror Expenses) on terms not less favorable in the aggregate to Acquiror than those contained in each Subscription Agreement that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to the consummation of such Alternative Financing that are more onerous to Acquiror and the Company (in each case, in the aggregate) than the conditions set forth in each Subscription Agreement (as applicable) in effect as of the conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes date of this Agreement and included as part (ii) immediately notify the Company of the PIPE Financing, such unavailability and the Purchaserreason therefor. Upon receiving such notification, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and will use their respective its commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate assist Acquiror in any investor meetings and roadshows as reasonably requested by the Purchaser)obtaining Alternative Financing. 1.8 Section 10.1

Subscription Agreements. The PurchaserParent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the agreements (the “Subscription Agreements”) between Parent and the investors party to the Subscription Agreements (the “PIPE Investors”) for the PIPE Investment in any manner other than (i) as expressly provided for by the terms of the Subscription Agreements or (ii) to reflect any permitted assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed; provided that the parties acknowledge that any proposed amendment, modification or waiver of the Subscription Agreements that affects the offering price of the Parent Common Stock pursuant to the Subscription Agreements may be rejected by the Company in its sole discretion). Each Subscription Agreement is a legal, valid and Pubco binding obligation of (x) Parent and, (y) to Parent’s Knowledge, each PIPE Investor party thereto, in each case, assuming the due authorization, execution and delivery by the other parties thereto, and neither the execution or delivery of such Subscription Agreement by Parent nor the performance by Parent of its obligations under any such Subscription Agreement violates or conflicts with any applicable Laws or Parent Organizational Documents. Parent shall each use its reasonable best efforts to satisfy the conditions of the PIPE Investors closing obligations contained in the Subscription Agreementstake, and consummate the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not cause to be unreasonably withheldtaken, delayed all actions and do, or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not cause to be unreasonably withhelddone, delayed all things necessary, proper or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able advisable to consummate the transactions contemplated thereby upon by the satisfaction Subscription Agreements on the terms and conditions described therein. Without limiting the generality of the conditions foregoing, Parent shall give the Company prompt (and, in any event within three (3) Business Days) written notice: (A) of such PIPE Investor’s closing obligations thereunderany proposed amendment to any Subscription Agreement; (B) of any breach or default (or any event or circumstance that, then notwithstanding anything with or without notice, lapse of time or both, could give rise to the contrary herein, except with the Purchaser’s, the Company’s any breach or default) by any party to any Subscription Agreement known to Parent; and each (C) of the Key Company Shareholders’ prior receipt of any written consent (not notice or other written communication from any party to be unreasonably withheldany Subscription Agreement with respect to any actual, delayed potential or conditioned)claimed expiration, Pubco shall be required lapse, withdrawal, breach, default, termination or repudiation by any party to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become any Subscription Agreements for purposes Agreement or any provisions of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser)Subscription Agreement. 1.8 Section 10.1

Subscription Agreements. The PurchaserSubject to the terms hereof, the Company CBAH shall and Pubco shall each use cause its reasonable best efforts Affiliates to satisfy the conditions of the PIPE Investors closing obligations contained in comply with its obligations, and enforce its rights, under the Subscription Agreements. CBAH shall give the Company prompt notice of any breach by any party to the Subscription Agreements of which CBAH has become aware or any termination (or alleged or purported termination) of the Subscription Agreements. CBAH shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Equity Financing and shall not permit any amendment or modification to, and or any waiver of any material provision or remedy under, or termination of, the Subscription Agreements entered into at or prior to the date hereof if such amendment, modification, waiver, remedy or termination (i) would materially delay the occurrence of the Closing, (ii) reduces the aggregate amount of the Equity Financing , (iii) adds or imposes new conditions or amends the existing conditions to the consummation of the Equity Financing or (iv) is adverse to the interests of the Company or any stockholder of the Company, in each case, in any material respect. If any amendments are made to any Subscription Agreement, CBAH shall promptly notify the Company of such amendment. Notwithstanding the foregoing, failure to obtain the proceeds from the Equity Financing shall not relieve CBAH of its obligation to consummate the transactions contemplated thereby. The Purchaser and Pubco shall by this Agreement, whether or not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its termssuch Equity Financing is available. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in each Subscription Agreement, or regardless of the Purchaser reasonably believes reason therefor, and such portion of the Equity Financing is required to fund the transactions contemplated by this Agreement on the Closing Date, CBAH will (i) as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing (the “Alternative Financing”) (in good faith that such PIPE Investor otherwise is not willing or able an amount sufficient, when taken together with any then-available Equity Financing and available cash of CBAH, to consummate the transactions contemplated thereby upon Transactions and to pay the satisfaction of Outstanding Company Expenses and Outstanding CBAH Expenses) on terms not less favorable in the conditions aggregate to CBAH than those contained in each Subscription Agreement that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to the consummation of such PIPE Investor’s closing obligations thereunderAlternative Financing that are more onerous to CBAH, then notwithstanding anything to the contrary herein, except with the Purchaser’s, Company and the Company’s and stockholders (in each case, in the aggregate) than the conditions set forth in each Subscription Agreement (as applicable) in effect as of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes date of this Agreement and included as part (ii) immediately notify the Company of the PIPE Financing, such unavailability and the Purchaserreason therefor. Upon receiving such notification, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and will use their respective its commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate assist CBAH in any investor meetings and roadshows as reasonably requested by the Purchaser)obtaining Alternative Financing. 1.8 Section 10.1

Subscription Agreements. The PurchaserRMG II, the Company and Pubco PubCo shall each use its reasonable best efforts to satisfy the conditions of the PIPE Investors closing obligations contained in the Subscription Agreements, and consummate the transactions contemplated thereby. The Purchaser RMG II, the Company and Pubco PubCo shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser RMG II or PubcoPubCo, the Subscription Agreements without the PurchaserRMG II’s, the Company’s and each of the Key Company ShareholdersMajor Shareholders Representatives’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco PubCo shall, except with the PurchaserRMG II’s, the Company’s and each of the Key Company ShareholdersMajor Shareholders Representatives’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser RMG II reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the PurchaserRMG II’s, the Company’s and each of the Key Company ShareholdersMajor Shareholders Representatives’ prior written consent (not to be unreasonably withheldconsent, delayed or conditioned), Pubco PubCo shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE FinancingInvestment, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser). 1.8 Section 10.1RMG

Subscription Agreements. The PurchaserParent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Company and Pubco shall each use its reasonable best efforts Subscription Agreements in a manner materially adverse to satisfy the conditions of the PIPE Investors closing obligations contained Company, it being understood that any amendments or arrangements contemplated by or referred to in the Subscription Agreements, and consummate any assignments or transfers otherwise permitted by the transactions contemplated thereby. The Purchaser and Pubco Subscription Agreements, shall not terminate, amend or waive in any manner be considered to be materially adverse to the Company. Parent shall use its commercially reasonable efforts to take, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not cause to be unreasonably withheldtaken, delayed all actions and do, or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not cause to be unreasonably withhelddone, delayed all things necessary, proper or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able advisable to consummate the transactions contemplated thereby upon by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Parent in the Subscription Agreements and otherwise comply with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of the and other than those conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not that by their nature are to be unreasonably withheldsatisfied at the Closing) have been satisfied, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for transactions contemplated by the PIPE Investment, which agreements shall become Subscription Agreements for purposes at or prior to Closing; and (iii) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of this Agreement its Affiliates control the satisfaction of and included other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as part directed by) Parent the applicable portion of the PIPE FinancingInvestment Amount set forth in the Subscription Agreements at or prior to the Closing (if all conditions set forth in the applicable Subscription Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and other than conditions that Parent or any of its Affiliates control the satisfaction of)). Without limiting the generality of the foregoing, and the Purchaser, Pubco and Parent shall give the Company shalland Professionals GP prompt (and, in any event within one (1) Business Day) written notice: (A) of any amendment to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Parent; (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; and shall cause their respective Representatives to, reasonably cooperate with (D) if Parent does not expect to receive all or any portion of the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement Amount on the terms, in the manner or from the PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested Investors contemplated by the Purchaser)Subscription Agreements. 1.8 Section 10.1

Subscription Agreements. The In the event that the Purchaser and the Company mutually agree to complete an Investment (whether a PIPE or any other investment in the Purchaser’s securities, including without limitation the Backstop Agreement), the Company and Pubco Parties shall each use its reasonable undertake their best efforts to satisfy cause those investors to execute and deliver to the Purchaser binding and enforceable Subscription Agreements on terms acceptable to Purchaser evidencing each such investor’s participation in the Investment (or any other investment in the Purchaser’s securities). Each Subscription Agreement (i) shall be in full force and effect and not be withdrawn or terminated, or otherwise amended or modified, in any respect; (ii) shall be a legal, valid and binding obligation of each Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by each Investor, shall violate any Laws; and (iii) shall contain all of the conditions of precedent (other than the PIPE Investors closing obligations conditions contained in the Subscription Agreements, and consummate other agreements related to the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse herein) to the Company, obligations of the Investors to contribute to Purchaser the applicable portion of the Investment (or Pubco, any other investment in the Purchaser’s securities) amount set forth in the Subscription Agreements without on the Purchaser’s, the Company’s and each of the Key terms therein. The Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), shall use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreementtake, or the Purchaser cause to be taken, all actions and do, or cause to be done, all things reasonably believes in good faith that such PIPE Investor otherwise is not willing necessary, proper or able advisable to consummate the transactions contemplated thereby upon by the Subscription Agreements on the terms and conditions described therein, including assisting the Purchaser in maintaining in effect the Subscription Agreements and using its best efforts to (a) satisfy in all material respects on a timely basis all conditions and covenants applicable to it or the Purchaser in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, assisting the Purchaser in consummating the transactions contemplated by the Subscription Agreements at or prior to Closing; (c) assisting the Purchaser in enforcing its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of such PIPE Investorits Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors (or any other investment in the Purchaser’s closing obligations thereunder, then notwithstanding anything securities) to contribute the applicable portion of the Investment set forth in the Subscription Agreements at or prior to the contrary herein, except with the Purchaser’s, the Company’s Closing; and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use d) using its reasonable best efforts to enter into and consummate replacement agreements for ensure that the PIPE Investment, which agreements shall become requisite amount of funds are committed under the Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives Investment (or any other investment in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchasersecurities). 1.8 Section 10.1

Subscription Agreements. The PurchaserTo the extent any Subscription Agreements are entered into prior to the Closing, the Company SEDA and Pubco PubCo shall each use its reasonable best efforts to satisfy the conditions of the any PIPE Investors closing obligations contained in the any such Subscription Agreements, and consummate the transactions contemplated thereby. The Purchaser SEDA and Pubco PubCo shall not terminate, amend or waive in any manner adverse to the CompanySEDA or PubCo, the Purchaser or Pubco, the any Subscription Agreements without the Purchaser’s, the CompanySEDA’s and each of the Key Company Shareholder’s prior written consent (not to be unreasonably withheld, conditioned or delayed), and PubCo shall, except with SEDA’s and each of the Shareholders’ prior written consent (not to be unreasonably withheld, delayed conditioned or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioneddelayed), use its best efforts to enforce each of the any Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser SEDA reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the CompanySEDA’s and each of the Key Company Shareholders’ Shareholder’s prior written consent (not to be unreasonably withheldconsent, delayed or conditioned), Pubco SEDA and PubCo shall be required to use its their applicable reasonable best efforts to cause SEDA and PubCo to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE FinancingInvestment, and the PurchaserSEDA, Pubco PubCo and the Company JV GmbH shall, and shall cause their respective Representatives to, reasonably cooperate with the PurchaserSEDA, Pubco PubCo and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the PurchaserSEDA’s or the CompanyJV GmbH’s (or any of its Subsidiary’s) senior management participate in any investor meetings and roadshows as reasonably requested by the PurchaserSEDA). 1.8 Section 10.1

Subscription Agreements. The In the event that the Purchaser and the Company mutually agree to complete an Investment (whether a PIPE or any other investment in the Purchaser’s securities, including without limitation a backstop agreement), the Company and Pubco Parties shall each use its reasonable undertake their best efforts to satisfy cause those investors to execute and deliver to the Purchaser binding and enforceable Subscription Agreements on terms acceptable to Purchaser evidencing each such investor’s participation in the Investment (or any other investment in the Purchaser’s securities). Each Subscription Agreement (i) shall be in full force and effect and not be withdrawn or terminated, or otherwise amended or modified, in any respect; (ii) shall be a legal, valid and binding obligation of each Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by each Investor, shall violate any Laws; and (iii) shall contain all of the conditions of precedent (other than the PIPE Investors closing obligations conditions contained in the Subscription Agreements, and consummate other agreements related to the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse herein) to the Company, obligations of the Investors to contribute to Purchaser the applicable portion of the Investment (or Pubco, any other investment in the Purchaser’s securities) amount set forth in the Subscription Agreements without on the Purchaser’s, the Company’s and each of the Key terms therein. The Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), shall use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreementtake, or the Purchaser cause to be taken, all actions and do, or cause to be done, all things reasonably believes in good faith that such PIPE Investor otherwise is not willing necessary, proper or able advisable to consummate the transactions contemplated thereby upon by the Subscription Agreements on the terms and conditions described therein, including assisting the Purchaser in maintaining in effect the Subscription Agreements and using its best efforts to (a) satisfy in all material respects on a timely basis all conditions and covenants applicable to it or the Purchaser in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, assisting the Purchaser in consummating the transactions contemplated by the Subscription Agreements at or prior to Closing; (c) assisting the Purchaser in enforcing its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of such PIPE Investorits Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors (or any other investment in the Purchaser’s closing obligations thereunder, then notwithstanding anything securities) to contribute the applicable portion of the Investment set forth in the Subscription Agreements at or prior to the contrary herein, except with the Purchaser’s, the Company’s Closing; and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use d) using its reasonable best efforts to enter into and consummate replacement agreements for ensure that the PIPE Investment, which agreements shall become requisite amount of funds are committed under the Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives Investment (or any other investment in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchasersecurities). 1.8 Section 10.1

Subscription Agreements. The In the event that the Purchaser and the Company mutually agree to complete the PIPE Investment (or any other investment in the Purchaser’s securities), the Company shall cause cause those investors to execute and Pubco deliver to the Purchaser binding and enforceable Subscription Agreements on terms acceptable to Purchaser evidencing each such investor’s participation in the PIPE Investment (or any other investment in the Purchaser’s securities). Each Subscription Agreement (i) shall be in full force and effect and not be withdrawn or terminated, or otherwise amended or modified, in any respect; (ii) shall be a legal, valid and binding obligation of each use its reasonable best efforts to satisfy PIPE Investor, and none of the execution, delivery or performance of obligations under such Subscription Agreement by each PIPE Investor, shall violate any Laws; and (iii) shall contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors closing obligations contained to contribute to Purchaser the applicable portion of the PIPE Investment (or any other investment in the Purchaser’s securities) amount set forth in the Subscription Agreements, and consummate Agreements on the transactions contemplated therebyterms therein. The Purchaser and Pubco Company shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreementtake, or the Purchaser cause to be taken, all actions and do, or cause to be done, all things reasonably believes in good faith that such PIPE Investor otherwise is not willing necessary, proper or able advisable to consummate the transactions contemplated thereby upon by the Subscription Agreements on the terms and conditions described therein, including assisting the Purchaser in maintaining in effect the Subscription Agreements and using its best efforts to (a) satisfy in all material respects on a timely basis all conditions and covenants applicable to it or the Purchaser in the Subscription Agreements and otherwise comply with its obligations thereunder; (b) in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, assisting the Purchaser in consummating the transactions contemplated by the Subscription Agreements at or prior to Closing; (c) assisting the Purchaser in enforcing its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Purchaser or any of such its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE InvestorInvestors (or any other investment in the Purchaser’s closing obligations thereunder, then notwithstanding anything securities) to contribute the applicable portion of the PIPE Investment set forth in the Subscription Agreements at or prior to the contrary herein, except with the Purchaser’s, the Company’s Closing; and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use d) using its reasonable best efforts to enter into and consummate replacement agreements ensure that the requisite amount of funds are committed under the Subscription Agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives Investment (or any other investment in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchasersecurities). 1.8 Section 10.1

Subscription Agreements. The Purchaser(a) Prior to the execution and delivery of this Agreement, Parent has delivered to the Company true, correct and Pubco shall each use its reasonable best efforts to satisfy the conditions complete copies of the PIPE Investors closing obligations contained in the Subscription Agreements, and consummate the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements pursuant to which the Private Placement Investors party thereto have agreed, on the terms and subject only to the conditions set forth therein (other than the conditions contained in this Agreement), to purchase shares of Parent Common Stock at the Parent Share Price and the Parent Incentive Warrants, in an aggregate amount equal to the PIPE Commitment Amount with respect to the PIPE Subscription Agreements, and up to the Backstop Commitment Amount with respect to the Backstop Subscription Agreement. As of the date hereof, each of the Subscription Agreements is in full force and effect and is legal, valid and binding upon Parent and, to the knowledge of Parent, each of the Private Placement Investors party to such Subscription Agreements, in each case, assuming the due authorization, execution and delivery by the other parties thereto, enforceable in accordance with their terms, except as may be limited by the Enforceability Exceptions. As of the date hereof, none of the Subscription Agreements have been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Parent, as of the date of this Agreement no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement the commitments contained in the Subscription Agreements have not been withdrawn, terminated or rescinded by the Private Placement Investors party thereto in any respect. There are no Contracts, side letters or other understandings between Parent or any of its terms. In Affiliates and any Private Placement Investor or any of its Affiliates relating to any such Subscription Agreement that would adversely affect the event that there is an actual or threatened material breach or default by a obligation of such Private Placement Investor to purchase from Parent the applicable portion of the PIPE Subscription set forth in such PIPE Subscription Agreement of such PIPE Investor under on the terms set forth in such PIPE Subscription Agreement. Except for the equity commitment letter delivered by the investors specified therein to Sponsor with respect to the Backstop Subscription, in the form delivered to the Company (the “Commitment Letter”), there are no Contracts, side letters or other understandings between Parent or any of its Affiliates and Sponsor or any of its Affiliates relating to the Backstop Subscription Agreement that would adversely affect the obligation of Sponsor to purchase from Parent the applicable portion of the Backstop Subscription set forth in the Backstop Subscription Agreement on the terms set forth in the Backstop Subscription Agreement. Parent has fully paid any and all commitment fees or other fees to any Private Placement Investor required in connection with the Subscription Agreements that are payable on or prior to the date hereof pursuant to the Subscription Agreements and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Subscription Agreements. (b) As of the date hereof, assuming the conditions set forth in Section 9.1, Section 9.2 and Section 9.3 will be satisfied, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement, or and, as of the Purchaser reasonably believes in good faith that such PIPE Investor otherwise date hereof, to the actual knowledge of Parent, there is not willing any fact or able event that would or would reasonably be expected to consummate the transactions contemplated thereby upon the satisfaction cause any of the conditions of set forth in any such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (Subscription Agreement not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser)satisfied. 1.8 Section 10.1