Common use of Subscription Agreements Clause in Contracts

Subscription Agreements. The SPAC has delivered to the Company a true, correct and complete copy of the fully executed Subscription Agreements as in effect as of the date hereof. Each of the Subscription Agreements is, as of the date hereof, in full force and effect (assuming that each such Subscription Agreement has been duly authorized by the applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any of the conditions to the consummation of the transactions contemplated by the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As of the date of this Agreement, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion of the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any).

Subscription Agreements. The SPAC GCAC has delivered to the Company a true, correct and complete copy of each Subscription Agreement to be executed contemporaneously with this Agreement, pursuant to which certain Investors have committed, subject to the fully executed terms and conditions therein, to purchase an aggregate of 5,850,000 shares of GCAC Class A Common Stock. To the knowledge of GCAC, immediately following its execution and delivery by the parties thereto, each Subscription Agreements as in effect as of the date hereof. Each of the Subscription Agreements is, as of the date hereof, Agreement will be in full force and effect (assuming that each such Subscription Agreement has been duly authorized by and a legal, valid and binding upon GCAC and the applicable PIPE Investor), and as of the date hereofenforceable in accordance with its terms, none of the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, subject to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any of the conditions to the consummation of the transactions contemplated by the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunderRemedies Exceptions. As of the date of this Agreement, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion of the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAChereof, there are no side letters or other agreements, understandings, contracts Contracts to which GCAC or arrangements (written, oral or otherwise) Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by each Subscription Agreements Agreement or the PIPE Investmenttransactions contemplated hereby other than as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. GCAC has fully paid any and all commitment fees or other fees required in connection with each Subscription Agreement that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to each Subscription Agreement. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in each Subscription Agreement, other than those entered into with the placement agents as expressly set forth in each Subscription Agreement. As of the PIPE Investment date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (if any)i) constitute a default or breach on the part of GCAC or, to the knowledge of GCAC as of the date hereof, any Investor, (ii) constitute a failure to satisfy a condition on the part of GCAC or, to the knowledge of GCAC as of the date hereof, the applicable Investor or (iii) to the knowledge of GCAC as of the date hereof, result in any portion of the amounts to be paid by each Investor in accordance with each Subscription Agreement being unavailable on the Closing Date.

Subscription Agreements. The SPAC has delivered to the Company a true, correct and complete copy copies of each of the fully executed Subscription Agreements as in effect as pursuant to which the Subscribers have committed, subject to the terms and conditions therein, to purchase an aggregate of the date hereof8,000,000 shares of SPAC Class A Common Stock for an aggregate amount of cash equal to eighty million dollars ($80,000,000). Each of the Subscription Agreements is, as of the date hereof, are in full force and effect and are legal, valid, binding and enforceable upon SPAC and, to the knowledge of SPAC, upon the Subscribers (assuming that in each such Subscription Agreement has been duly authorized by case, subject to the applicable PIPE InvestorRemedies Exceptions), and as . As of the date hereofof this Agreement, none of the Subscription Agreements has have been withdrawn, rescinded or terminated or otherwise terminated, amended or modified in any respectmodified, and, to the knowledge of the SPAC, no such withdrawal, termination, amendment or modification is contemplated except as expressly permitted by this Agreement (it being understood that a change of or to one or more entities or individuals with respect to any such Subscriber shall not be deemed a violation of the foregoing). As of the date hereof. The , there are no side letters between SPAC is not in material breach and any Subscriber relating to any Subscription Agreement that would affect the applicable commitment obligation of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any of the conditions such Subscriber being contributed to the consummation of the transactions contemplated by the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunderSPAC. As of the date of this Agreement, no PIPE Investor has notified the fees, consideration or other discounts are payable or have been agreed to by SPAC in writing of its intention to terminate all or any portion of connection with the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other than Subscription Agreements, except as set forth in the PIPE Subscription Agreements delivered Agreements. To the knowledge of SPAC, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent constitute a default or contingencies to the obligations of the parties breach under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms thereinpart of SPAC or the Subscribers, and (ii) assuming the conditions set forth in Section 7.01 and Section 7.02 will be satisfied, constitute a failure to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to satisfy a condition under the Subscription Agreements on the part of SPAC or the PIPE InvestmentSubscribers or (iii) assuming the conditions set forth in Section 7.01 and Section 7.02 will be satisfied, other than those entered into result in any portion of the amounts to be paid by the Subscribers in accordance with the placement agents Subscription Agreements being unavailable on the Closing Date. As of the PIPE Investment (if any)date hereof, assuming the conditions set forth in Section 7.01 and Section 7.02 will be satisfied, SPAC has no reason to believe that it or any Subscriber will be unable to satisfy in all material respects on a timely basis any term or condition of closing contained in any Subscription Agreement.

Subscription Agreements. The SPAC Acquiror has delivered to the Company a true, correct and complete copy of the fully executed Subscription Agreements as pursuant to which the investors parties thereto (the “PIPE Investors”) have committed, subject to the terms and conditions therein, to purchase an aggregate of 12,500,000 shares of Acquiror Common Stock at the Reference Price. Each Subscription Agreement is in full force and effect and is the legal, valid and binding agreement of the Acquiror and each applicable PIPE Investor, enforceable in accordance with its terms. None of the PIPE Investors has withdrawn, terminated, amended or modified its Subscription Agreement since the date of delivery hereunder and prior to the execution of this Agreement, and, to the Knowledge of the Acquiror, as of the date hereof. Each 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 ishave not been withdrawn, terminated or rescinded by the PIPE Investors in any respect. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by the PIPE Investors or the transactions contemplated hereby other than as expressly set forth in this Agreement, the Subscription Agreements or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with the Subscription Agreements that are payable on or prior to the date hereof 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. Acquiror has, and to the Knowledge of Acquiror the PIPE Investors have, complied with all of its obligations under the Subscription Agreements. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Subscription Agreements, other than as expressly set forth in the Subscription Agreements. To the Knowledge of the Acquiror, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or any of the PIPE Investors, (ii) assuming the conditions set forth in full force Section 7.01 and effect Section 7.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or (iii) assuming that each such Subscription Agreement has been duly authorized the conditions set forth in Section 7.01 and Section 7.02 will be satisfied result in any portion of the amounts to be paid by the applicable PIPE Investor), and as Investors in accordance with the Subscription Agreements being unavailable on the Closing Date. As of the date hereof, none of assuming the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) Section 7.01 and Section 7.02 will be satisfied, Acquiror has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by purchases under the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As satisfied, and, as of the date of this Agreementhereof, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion Acquiror is not aware of the PIPE Investment Amount existence of any fact or event that would or would reasonably be expected to cause such conditions not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)be satisfied.

Subscription Agreements. The SPAC has delivered Subscription Agreements are legal, valid and binding obligations of the Buyer and, to the Company a true, correct and complete copy knowledge of the fully executed Subscription Agreements as in effect as Buyer, each other party thereto, enforceable against the Buyer and, to the knowledge of the date hereof. Each of the Subscription Agreements isBuyer, as of the date hereof, in full force and effect (assuming that each such Subscription Agreement has been duly authorized by other party in accordance with their respective terms, subject to the applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respectRemedies Exceptions, and, to the knowledge of the SPACBuyer, no such amendment or modification is contemplated as of the date hereofof this Agreement, are in full force and effect. The SPAC is not in material breach No event or circumstance has occurred which, with or without notice, lapse of time or both, could constitute a default on the part of the Buyer or, to the knowledge of the Buyer, any of the terms other parties thereto under any of the Subscription Agreements, and the Buyer and Newco have no reason to believe that the Buyer will be unable to satisfy on a timely basis any term or conditions set forth condition of Closing to be satisfied by the Buyer contained in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any None of the Subscription Agreements inaccurate have been withdrawn, rescinded or terminated, or otherwise amended or modified in any material respect (and (iii) has no knowledge such amendment or modification is contemplated), and the Buyer and Newco have no reason to believe that any portion of the conditions to the consummation of the transactions PIPE Investment contemplated by any of the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As as of the date Closing. There are no conditions precedent or other contingencies related to the funding of this Agreement, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion full amounts of the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other Financing, other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there Agreements. There are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandingsside letters, contracts or arrangements (written, oral to which the Buyer or otherwise) related Newco or any of their Affiliates is a party relating to the Subscription Agreements or the PIPE InvestmentFinancing that have not been entirely superseded by the Subscription Agreements. The Buyer has made available to the Company true, other than those entered into with the placement agents correct and complete copies of the PIPE Investment (if any)executed Subscription Agreements.

Subscription Agreements. The SPAC Acquiror has delivered to the Company a true, correct and complete copy copies of each of the fully executed Subscription Agreements that have been executed as of the date hereof pursuant to which the Subscribers party thereto have committed, subject to the terms and conditions therein, to purchase 5,000,000 shares of Acquiror Common Stock in the aggregate for an aggregate amount equal to fifty million dollars ($50,000,000) and receive one half of a PIPE Warrant for each share of Acquiror Common Stock so purchased. Each of the Subscription Agreements are in full force and effect and are legal, valid and binding upon Acquiror and the Subscribers party thereto, enforceable in accordance with their terms. None of the Subscription Agreements executed as of the date hereof 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 Acquiror, 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 executed as of the date hereof have not been withdrawn, terminated or rescinded by the Subscribers party thereto in any respect. As of the date hereof, there are no side letters or Contracts to which Acquiror, Merger Sub I or Merger Sub II is a party related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements executed as of the date hereof or the transactions contemplated hereby other than as expressly set forth in this Agreement, the Subscription Agreements executed as of the date hereof or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with the Subscription Agreements executed as of the date hereof that are payable on or prior to the date hereof 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 executed as of the date hereof. Each Acquiror has, and to the knowledge of Acquiror, the Subscribers that have executed Subscription Agreements as of the date hereof have, complied with all of their obligations under the Subscription Agreements isexecuted as of the date hereof. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Subscription Agreements executed as of the date hereof, other than as expressly set forth in the Subscription Agreements executed as of the date hereof. To the knowledge of Acquiror, as of the date hereof, in full force and effect no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (assuming that each such i) constitute a default or breach on the part of Acquiror or the Subscribers party to Subscription Agreement has been duly authorized by the applicable PIPE Investor), and Agreements executed as of the date hereof, none (ii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or the Subscriber party to a Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to the knowledge of the SPAC, no such amendment or modification is contemplated Agreement executed as of the date hereof. The SPAC is not in material breach of any of hereof or (iii) assuming the terms or conditions set forth in Section 9.01 and Section 9.02 will be satisfied result in any portion of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (amounts to be paid by the Subscribers in accordance with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate executed as of the date hereof being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in any material respect Section 9.01 and (iii) Section 9.02 will be satisfied, Acquiror has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As of the date of this Agreement, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion of the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties purchases under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge executed as of the SPACdate hereof will not be satisfied, there are no side letters or other agreementsand, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents as of the PIPE Investment (if any)date hereof, Acquiror is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.

Subscription Agreements. The SPAC has delivered (a) Purchaser shall not permit any amendment or modification to the Company a truebe made to, correct and complete copy or any waiver of the fully executed Subscription Agreements as in effect as of the date hereof. Each of any provision or remedy under, or any replacements of, the Subscription Agreements is, as without the prior written consent of the date hereofShareholders’ Representative (which consent shall not be unreasonably withheld, in full force and effect (assuming that each such Subscription Agreement has been duly authorized by the applicable PIPE Investorconditioned or delayed), and as of the date hereof, none of the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, . Purchaser shall use its commercially reasonable efforts to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of timetake, or both) would constitute a breach cause to be taken, all actions and do, or default under any of the Subscription Agreementscause to be done, (ii) has no knowledge of any factall things necessary, event proper or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any of the conditions advisable to the consummation of consummate the transactions contemplated by the Subscription Agreements will not on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (i) satisfy on a timely basis all conditions and covenants applicable to Purchaser in the Subscription Agreements; and (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied when required thereunder or that at the transaction proceeds Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements will not be made available when required thereunderat or prior to Closing, including by using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Purchaser the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. As Without limiting the generality of the date foregoing, Purchaser shall give the Shareholders’ Representative prompt written notice: (A) of this Agreementany requested amendment to any Subscription Agreement (together with a copy of such amendment), no PIPE Investor has notified (B) of any breach or default by any party to any Subscription Agreement known to Purchaser (or any event or circumstance that, to Purchaser’s Knowledge, with or without notice, lapse of time or both, would give rise to any breach or default), (C) of the SPAC in writing receipt of its intention any written notice or other written communication from any party to terminate any Subscription Agreement with respect to any actual, or to Purchaser’s Knowledge, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement or (D) if Purchaser does not expect to receive all or any portion of the applicable PIPE Investment Amount or not to provide the financing contemplated thereunderunder any Subscription Agreement in accordance with its terms. Other than as set forth in the PIPE The Subscription Agreements delivered to contain all of the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under PIPE Investors to contribute to Purchaser the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any).

Subscription Agreements. The SPAC Acquiror has delivered to the Company a true, correct and complete copy of the fully each Subscription Agreement executed Subscription Agreements as in effect as of the date hereof. Each of the Subscription Agreements is, as of on or prior to the date hereof, pursuant to which certain Investors have committed, subject to the terms and conditions therein, to purchase 150,000,000 shares of Acquiror Common Stock. To the knowledge of Acquiror, each Subscription Agreement is in full force and effect (assuming that each such and is legal, valid and binding upon the Acquiror and the applicable Investor, enforceable in accordance with its terms. Each Subscription Agreement has been duly authorized by the applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has not been withdrawn, rescinded or terminated or otherwise terminated, amended or modified in any respectsince the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Acquiror, as of the SPAC, 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 each Subscription Agreement have not been withdrawn, terminated or rescinded by the applicable Investor in any respect. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by each Subscription Agreement or the transactions contemplated hereby other than as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with each Subscription Agreement that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to each Subscription Agreement. Acquiror has, and to the knowledge of Acquiror, each Investor has, complied with all of its obligations under each Subscription Agreement. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in each Subscription Agreement, other than as expressly set forth in each Subscription Agreement. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or, to the knowledge of Acquiror as of the date hereof. The SPAC is not in material breach of , any of Investor, (ii) assuming the terms or conditions set forth in any Section 9.01 and Section 9.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or, to the knowledge of Acquiror as of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with date hereof, the applicable Investor or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, to the knowledge of Acquiror as of the date hereof, result in any portion of the amounts to be paid by each Investor in accordance with each Subscription Agreement being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, Acquiror has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by the purchases under each Subscription Agreements Agreement will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As satisfied, and, as of the date of this Agreementhereof, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion Acquiror is not aware of the PIPE Investment Amount existence of any fact or event that would or would reasonably be expected to cause such conditions not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)be satisfied.

Subscription Agreements. The SPAC Acquiror has delivered to the Company a true, correct and complete copy of the fully each Subscription Agreement executed Subscription Agreements as in effect as of the date hereof. Each of the Subscription Agreements is, as of on or prior to the date hereof, pursuant to which certain Investors have committed, subject to the terms and conditions therein, to purchase shares of Acquiror Common Stock, convertible debt securities of Acquiror and warrants to purchase shares or Acquiror Common Stock, for total proceeds equal to the Base Subscription Amount. To the knowledge of Acquiror, each Subscription Agreement is in full force and effect (assuming that each such and is legal, valid and binding upon the Acquiror and the applicable Investor, enforceable in accordance with its terms. Each Subscription Agreement has been duly authorized by the applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has not been withdrawn, rescinded or terminated or otherwise terminated, amended or modified in any respectsince the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Acquiror, as of the SPAC, 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 each Subscription Agreement have not been withdrawn, terminated or rescinded by the applicable Investor in any respect. As of the date hereof, there are no side letters or Contracts to which Acquiror, First Merger Sub or Second Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by each Subscription Agreement or the transactions contemplated hereby other than as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with each Subscription Agreement that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to each Subscription Agreement. Acquiror has, and to the knowledge of Acquiror, each Investor has, complied with all of its obligations under each Subscription Agreement. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in each Subscription Agreement, other than as expressly set forth in each Subscription Agreement. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or, to the knowledge of Acquiror as of the date hereof. The SPAC is not in material breach of , any of Investor, (ii) assuming the terms or conditions set forth in any Section 9.01 and Section 9.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or, to the knowledge of Acquiror as of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with date hereof, the applicable Investor or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, to the knowledge of Acquiror as of the date hereof, result in any portion of the amounts to be paid by each Investor in accordance with each Subscription Agreement being unavailable on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 9.01 and Section 9.02 will be satisfied, Acquiror has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by the purchases under each Subscription Agreements Agreement will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As satisfied, and, as of the date of this Agreementhereof, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion Acquiror is not aware of the PIPE Investment Amount existence of any fact or event that would or would reasonably be expected to cause such conditions not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)be satisfied.

Subscription Agreements. The SPAC Purchaser has delivered to the Company a true, correct and complete copy copies of each of the fully executed Subscription Agreements as in effect as of the date hereofAgreements. Each of the Subscription Agreements is, as of the date hereof, is in full force and effect (assuming that each such Subscription Agreement has been duly authorized by and is legal, valid and binding upon the applicable PIPE Investor)Purchaser and, and as to the Knowledge of the date hereofPurchaser, none the Subscribers, enforceable in accordance with its terms. None of the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise terminated, amended or modified in any respectsince the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge Knowledge of the SPACPurchaser, 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 Subscriber in any respect. As of the date hereof, there are no side letters or Contracts to which the Purchaser is a party related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements or the Transactions other than as set out in this Agreement, the Subscription Agreements or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. The Purchaser has fully paid any and all commitment fees or other fees required in connection with the Subscription Agreements that are payable on or prior to the date hereof 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. The Purchaser has, and to the Knowledge of the Purchaser, the Subscriber has, complied with all of its obligations under the Subscription Agreements. There are no conditions precedent or other contingencies related to the consummation of the purchases set out in the Subscription Agreements, other than as set out in the Subscription Agreements. To the Knowledge of the Purchaser, as of the date hereof. The SPAC is not in material breach , no event has occurred which, with or without notice, lapse of any of the terms time or conditions set forth in any of the Subscription Agreements. The SPAC both, would or would reasonably be expected to (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a default or breach or default under any on the part of the Subscription AgreementsPurchaser or the Subscribers, (ii) has no knowledge of any factassuming the conditions set out in Clause 10.1, event or other occurrence that makes any Clause 10.2 and Clause 10.3 will be satisfied, constitute a failure to satisfy a condition on the part of the representations Purchaser or warranties the Subscriber or (iii) assuming the conditions set out in Clause 10.1, Clause 10.2 and Clause 10.3 will be satisfied result in any portion of the SPAC amounts to be paid by the Subscribers in any of accordance with the Subscription Agreements inaccurate being unavailable on the Share Exchange Closing Date. As of the date hereof, assuming the conditions set out in any material respect Clause 10.1, Clause 10.2 and (iii) Clause 10.3 will be satisfied, the Purchaser has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by purchases under the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As satisfied, and, as of the date of this Agreementhereof, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion Purchaser is not aware of the PIPE Investment Amount existence of any fact or event that would or would reasonably be expected to cause such conditions not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)be satisfied.

Subscription Agreements. The SPAC Acquiror has delivered to the Company a true, correct and complete copy copies of the fully executed Subscription Agreements pursuant to which the investors parties thereto (the “PIPE Investors”) have committed, subject to the terms and conditions therein, to purchase an aggregate of 12,500,000 shares of Acquiror Common Stock at the Reference Price. Subscription Agreements to purchase an aggregate of 12,500,000 shares of Acquiror Common Stock are in full force and effect and are the legal, valid and binding agreement of the Acquiror and each applicable PIPE Investor, enforceable in accordance with its terms. None of the PIPE Investors has withdrawn, terminated, amended or modified its Subscription Agreement since the date of delivery hereunder and prior to the execution of this Agreement, and, to the Knowledge of the Acquiror, 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 effect the Subscription Agreements have not been withdrawn, terminated or rescinded by the PIPE Investors in any respect. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by the PIPE Investors or the transactions contemplated hereby other than as expressly set forth in this Agreement, the Subscription Agreements or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with the Subscription Agreements that are payable on or prior to the date hereof 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. Acquiror has, and to the Knowledge of Acquiror as of the date hereof, the PIPE Investors have, complied with all of their respective obligations under the Subscription Agreements. Each There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Subscription Agreements isAgreements, other than as expressly set forth in the Subscription Agreements. To the Knowledge of the Acquiror, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or any of the PIPE Investors, (ii) assuming the conditions set forth in full force Section 7.01 and effect Section 7.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or (iii) assuming that each such Subscription Agreement has been duly authorized the conditions set forth in Section 7.01 and Section 7.02 will be satisfied, result in any portion of the amounts to be paid by the applicable PIPE Investor), and as Investors in accordance with the Subscription Agreements being unavailable on the Closing Date. As of the date hereof, none of assuming the Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) Section 7.01 and Section 7.02 will be satisfied, Acquiror has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by purchases under the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As satisfied, and, as of the date of this Agreementhereof, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion Acquiror is not aware of the PIPE Investment Amount existence of any fact or event that would or would reasonably be expected to cause such conditions not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)be satisfied.

Subscription Agreements. The SPAC Acquiror has delivered to the Company a true, correct and complete copy of the fully each Subscription Agreement executed Subscription Agreements as in effect as of the date hereof. Each of the Subscription Agreements is, as of on or prior to the date hereof, pursuant to which certain Investors have committed, subject to the terms and conditions therein, to purchase shares of Acquiror Common Stock. To the knowledge of Acquiror, each Subscription Agreement is in full force and effect (assuming that each such and is legal, valid and binding upon the Acquiror and the applicable Investor, enforceable in accordance with its terms. Each Subscription Agreement has been duly authorized by the applicable PIPE Investor), and as of the date hereof, none of the Subscription Agreements has not been withdrawn, rescinded or terminated or otherwise terminated, amended or modified in any respectsince the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Acquiror, as of the SPAC, 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 each Subscription Agreement have not been withdrawn, terminated or rescinded by the applicable Investor in any respect. As of the date hereof, there are no side letters or Contracts to which Acquiror or Merger Sub is a party related to the provision or funding, as applicable, of the purchases contemplated by each Subscription Agreement or the transactions contemplated hereby other than as expressly set forth in this Agreement, each Subscription Agreement or any other agreement entered into (or to be entered into) in connection with the Transactions delivered to the Company. Acquiror has fully paid any and all commitment fees or other fees required in connection with each Subscription Agreement that are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to each Subscription Agreement. Acquiror has, and to the knowledge of Acquiror, each Investor has, complied with all of its obligations under each Subscription Agreement. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in each Subscription Agreement, other than as expressly set forth in each Subscription Agreement. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Acquiror or, to the knowledge of Acquiror as of the date hereof. The SPAC is not in material breach of , any of Investor, (ii) assuming the terms or conditions set forth in any Section 10.01 and Section 10.02 will be satisfied, constitute a failure to satisfy a condition on the part of Acquiror or, to the knowledge of Acquiror as of the date hereof, the applicable Investor or (iii) assuming the conditions set forth in Section 10.01 and Section 10.02 will be satisfied, to the knowledge of Acquiror as of the date hereof, result in any portion of the amounts to be paid by each Investor in accordance with each Subscription AgreementsAgreement being unavailable on the Closing Date. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any Subscription Agreements contain all of the Subscription Agreements, conditions precedent (iiother than the conditions contained in the Agreement) has no knowledge of any fact, event or other occurrence that makes any to the obligations of the representations or warranties Investors to contribute to Acquiror the applicable portion of the SPAC PIPE Investment Amount set forth in any of the Subscription Agreements inaccurate on the terms therein. As of the date hereof, assuming the conditions set forth in any material respect Section 10.01 and (iii) Section 10.02 will be satisfied, Acquiror has no knowledge reason to believe that any of the conditions to the consummation of the transactions contemplated by the purchases under each Subscription Agreements Agreement will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As satisfied, and, as of the date of this Agreementhereof, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion Acquiror is not aware of the PIPE Investment Amount existence of any fact or event that would or would reasonably be expected to cause such conditions not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)be satisfied.

Subscription Agreements. The ParentCo and the SPAC has have delivered to the Company a true, correct and complete copy copies of (i) each of the fully executed Subscription Agreements as in effect as entered into by ParentCo and the SPAC with the applicable Investors therein, pursuant to which (i) the PIPE Investors have committed to purchase an aggregate of no less than 1,500,000 shares of ParentCo Common Stock for $10.00 per share for an aggregate amount of no less than the date hereofPIPE Investment Amount, and (ii) the Convertible Notes Investors have committed to purchase an aggregate principal amount of Convertible Notes of no less than the Convertible Notes Investment Amount. Each of the Subscription Agreements is, as of the date hereof, are in full force and effect (assuming assuming, with respect to each Investor and the Company, that each such Subscription Agreement has been duly authorized authorized, executed and delivered by the each applicable PIPE Investor), and have not been withdrawn or terminated, or otherwise amended or modified, and no withdrawal, termination, amendment or modification is contemplated by ParentCo and the SPAC. Each Subscription Agreement is and the Convertible Notes will be upon Closing (i) a legal, valid and binding obligation of ParentCo and, to the knowledge of ParentCo, each Investor and (ii) enforceable against ParentCo and, to the knowledge of ParentCo, each Investor, subject to the Enforceability Exceptions, and to the knowledge of ParentCo, neither the execution or delivery by any party thereto, nor the performance of any party’s obligations under any such Subscription Agreement or the Convertible Notes or will violate any laws. There are no other agreements, side letters, or arrangements between ParentCo and any Investor relating to any Subscription Agreement or the purchase by such Investor of securities of ParentCo, that could affect the obligation of the Investors to purchase the applicable portion of the Investment Amount set forth in the Subscription Agreements, and, as of the date hereof, none ParentCo and the SPAC do not know of the Subscription Agreements has been withdrawn, rescinded any facts or terminated or otherwise amended or modified circumstances that may reasonably be expected to result in any respect, and, to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of timeAgreement not being satisfied, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any of the conditions to the consummation of the transactions contemplated by the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As of the date of this Agreement, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any portion of the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other than as set forth in the PIPE Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount being available to the SPAC ParentCo, on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any)Closing Date.

Subscription Agreements. The SPAC Investor has delivered to the Company a true, correct and complete copy copies of each of the fully executed Subscription Agreements as entered into by Investor, the Company and the ML Parties’ Representative with the applicable PIPE Investors named therein on or prior to the Effective Date, pursuant to which certain PIPE Investors have committed to provide equity financing to Investor solely for purposes of consummating the transactions contemplated by this Agreement in the aggregate amount of $115,000,000 (the “PIPE Investment Amount”). With respect to each such PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect as and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and to the Knowledge of Investor no withdrawal, termination, amendment or modification is contemplated by Investor. Each Subscription Agreement is a legal, valid and binding obligation of Investor and, to the Knowledge of Investor, each PIPE Investor. Each such Subscription Agreement provides that the Company and the ML Parties’ Representative are third-party beneficiaries thereunder, entitled to enforce such agreements against the PIPE Investor. As of the date hereof. Each , Investor does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreements isAgreement not being satisfied, or the PIPE Investment Amount not being available to Investor, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Investor under any material term or condition of any such Subscription Agreement and, as of the date hereof, Investor has no reason to believe that it will be unable to satisfy in full force and effect (assuming that each all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any such Subscription Agreement has been duly authorized by the applicable PIPE Investor), and as of the date hereof, none of the Agreement. Such Subscription Agreements has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and, to the knowledge of the SPAC, no such amendment or modification is contemplated as of the date hereof. The SPAC is not in material breach of any of the terms or conditions set forth in any of the Subscription Agreements. The SPAC (i) has no knowledge that any event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under any of the Subscription Agreements, (ii) has no knowledge of any fact, event or other occurrence that makes any of the representations or warranties of the SPAC in any of the Subscription Agreements inaccurate in any material respect and (iii) has no knowledge that any contain all of the conditions precedent (other than the conditions contained in this Agreement or the Ancillary Agreements) to the consummation obligations of the transactions contemplated by PIPE Investors to contribute to Investor the Subscription Agreements will not be satisfied when required thereunder or that the transaction proceeds contemplated by the Subscription Agreements will not be made available when required thereunder. As of the date of this Agreement, no PIPE Investor has notified the SPAC in writing of its intention to terminate all or any applicable portion of the PIPE Investment Amount or not to provide the financing contemplated thereunder. Other than as set forth in the PIPE such Subscription Agreements delivered to the Company in connection with the execution of this Agreement, (i) there are no conditions precedent or contingencies to the obligations of the parties under the Subscription Agreements to make the full PIPE Investment Amount available to the SPAC on the terms therein, and (ii) to the knowledge of the SPAC, there are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Subscription Agreements or the PIPE Investment, other than those entered into with the placement agents of the PIPE Investment (if any).