Common use of Subscription Closing Clause in Contracts

Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return of funds shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this Agreement.

Subscription Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Section 2 (other than those conditions that by their nature are to be satisfied at the closing of the Subscription contemplated hereby (hereby, but without affecting the requirement that such conditions be satisfied or waived at such closing), the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same daydate of, and immediately prior to or substantially concurrent concurrently with, and is contingent on, the consummation of the Acquisition Closing Business Combination (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten At least three (103) business days prior to before the anticipated Closing Date, the Issuer shall provide deliver written notice to Buyer of such anticipated Closing Date the Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five specifying (5i) business days prior to the anticipated Closing Date and (as specified in ii) the Closing Notice), SPAC shall provide written notice to Buyer wire instructions for delivery of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver Purchase Price to the Issuer on or before Issuer. No later than two (2) business days prior to the anticipated Closing Date set forth in the Closing Notice, the Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Acquired Shares to the Subscriber. The Subscriber shall deliver to the Issuer, on or prior to the business day that immediately precedes the Closing Date, to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice and the application for shares in the form attached to this Subscription Agreement. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Purchase Price shall be released from escrow against and concurrently with delivery by the Issuer to Subscriber of (i) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions (“Nominee”)) or to a custodian designated by Subscriber, as applicable, and (ii) a copy of the records of, or correspondence from, the Issuer’s transfer agent reflecting Subscriber as the owner of the Acquired Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Issuer (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Issuer’s transfer agent of the issuance to Subscriber of the Acquired Shares on and as of the Closing Date) the Purchase Price for the Subscribed Acquired Shares by in cash via wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held Notice against delivery by the escrow agent until Issuer to Subscriber of the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of evidence from the Issuer’s transfer agent (of the “Transfer Agent”) or other evidence showing Buyer as the owner issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date Business Combination does not occur within two five (25) business days after of the anticipated Closing Date identified specified in the Closing NoticeNotice or this Subscription Agreement terminates prior to the Subscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five seven (57) business days thereafter) return the Subscription Amount Purchase Price, if already paid by the Subscriber, to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Subscriber, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), . Notwithstanding such return or termination, (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of funds shall not terminate this Backstop Agreement or relieve Buyer any of its obligation the conditions to purchase the Subscribed Shares at the Subscription Closing upon set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice in accordance and (B) to re-consummate the Subscription Closing immediately prior to or substantially concurrently with the terms consummation of this Agreementthe Business Combination.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, and be conditioned upon the prior or substantially concurrent consummation of the Acquisition Closing Transactions (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five Subscriber shall deliver to the Issuer on or before three (53) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeFunding Date”). Buyer shall deliver to ) the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the Issuer or in escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not . Not later than [one (1)] ) business day after the Closing Date, the Issuer shall deliver to Buyer Subscriber (1) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five one (51) business days day thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book entries or share certificates shall be deemed cancelled; provided that unless this Backstop Subscription Agreement has been terminated pursuant to Section 5.01 (Termination)6 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve Buyer Subscriber of its obligation to purchase the Subscribed Acquired Shares at the Subscription Closing. (b) The Subscription Closing shall be subject to the conditions that, on the Closing Date: (i) (x) solely with respect to Subscriber’s obligation to close, the representations and warranties made by the Issuer, and (y) solely with respect to the Issuer’s obligation to close, the representations and warranties made by Subscriber, in each case in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (iii) (A) all conditions precedent to the closing of the Transaction, including all necessary approvals of the Issuer’s stockholders and regulatory approvals, if any, shall have been satisfied (which shall be deemed satisfied if mutually determined by the parties to the Merger Agreement and other than those conditions under the Merger Agreement that, by their nature are to be satisfied in connection with the closing of the Transaction, including to the extent that any such condition is dependent upon delivery the consummation of a new Closing Notice in accordance the sale, purchase and issuance of the Shares pursuant to this Subscription Agreement or the Other Subscription Agreements) or waived by the parties to the Merger Agreement as provided therein and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing; and (iv) the terms of the Merger Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is materially adverse to Subscriber (in its capacity as such). (c) At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and Closing Date substantially concurrent with, consummation of with the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinClosing. Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of Subscriber (such anticipated Closing Date (notice, as updated from time to time, the “Closing Notice”) of such anticipated Closing Date; provided, that the Issuer may, upon at least one (1) business day’s written notice, delay from time to time the anticipated Closing Date up to ten (10) business days following the anticipated Closing Date identified in the Closing Notice. Not less than five Subscriber shall deliver to the Issuer at least three (53) business days prior to the then anticipated Closing Date (as specified identified in the Closing NoticeNotice (unless a later time is otherwise agreed by the Issuer), SPAC shall provide written notice to Buyer of the aggregate amount payable be held in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date escrow until the Subscription Closing, the Purchase Price for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to . Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the Issuer, subject to such escrow agent until meeting any requirements specified by Subscriber to the Acquisition ClosingIssuer prior to the date hereof. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after On the Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event If the Closing Date does not occur within two (2) business days after on the anticipated Closing Date identified in same day as the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries with respect to the Acquired Shares shall be deemed cancelled; provided that provided, that, unless this Backstop Subscription Agreement has been validly terminated pursuant to Section 5.01 (Termination)7 hereof, such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing). (b) The Subscription Closing upon delivery shall be subject to satisfaction or written waiver of the conditions that, on the Closing Date: (i) all conditions precedent to the consummation of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions); (ii) solely with respect to Subscriber’s obligation to close, (A) no amendment or waiver of the Business Combination Agreement or the Issuer’s organizational documents (other than as contemplated by the Business Combination Agreement) shall have occurred that materially and adversely affects the economic benefits of the Acquired Shares that Subscriber is acquiring pursuant to this Subscription Agreement and (B) there shall have been no amendment or waiver to any Other Subscription Agreement (including via side letter or other agreement, except as contemplated by Section 4(p)) that materially benefits the Other Subscriber thereunder unless Subscriber has been offered the same benefit; (iii) solely with respect to Subscriber’s obligation to close, all representations and warranties made by the Issuer in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than (i) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date and (ii) those representations and warranties that are already qualified by materiality or the absence of a new Material Adverse Effect (as defined below), which shall be true and correct as of the Closing Notice Date), in accordance each case without giving effect to the consummation of the Transactions; provided, that in the event this condition would otherwise fail to be satisfied as a result of a breach of one or more of the representations and warranties of the Issuer contained in this Subscription Agreement and the facts underlying such breach would also cause a condition to the Company’s or the Charterhouse Parties’ obligations under the Business Combination Agreement to fail to be satisfied, this condition shall nevertheless be deemed satisfied in the event both the Company and the Charterhouse Parties waives such condition with respect to such breach under the Business Combination Agreement; (iv) solely with respect to the Issuer’s obligation to close, all representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than (i) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date and (ii) those representations and warranties that are already qualified by materiality or the absence of a Subscriber Material Adverse Effect (as defined below), which shall be true and correct as of the Closing Date), in each case without giving effect to the consummation of the Transactions; (v) solely with respect to Subscriber’s obligation to close, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing; (vi) solely with respect to the Issuer’s obligation to close, Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber to consummate the Subscription Closing; (vii) there shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority, statute, rule or regulation enjoining or prohibiting the consummation of the Subscription; and (viii) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for offering or sale or trading in the United States, or initiation or threatening of any proceedings by the NYSE for any of such purposes, shall have occurred and the Acquired Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (c) At the Subscription Closing, the parties hereto shall 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 this Subscription Agreement on the terms and conditions described herein no later than immediately prior to the consummation of the Transactions. (d) For purposes of this Subscription Agreement, “business day” shall mean any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in Xxx Xxxx, Xxx Xxxx xx Xxxxxx, Xxxxxx Xxxxxxx, are required or authorized by applicable law to be closed for business.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall is intended to occur on the same day, and Merger Closing Date substantially concurrent with, consummation with the Merger Closing (as the term Closing is defined in the Agreement and Plan of Merger) and is contingent upon the occurrence of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing DateMerger Closing. Not less than five (5) business days prior to the anticipated scheduled Merger Closing Date (as specified in Date, the Closing Notice), SPAC Issuer shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount Subscriber (the “Redemption Closing Notice”)) of such scheduled Merger Closing Date; provided, that to the extent practicable, the Issuer shall use its commercially reasonable efforts to provide earlier notice of the scheduled Merger Closing Date; and provided further, that the Issuer may delay from time to time the scheduled Merger Closing Date up to five (5) business days following the original scheduled Merger Closing Date identified in the Closing Notice, or such Merger Closing Date as it may be delayed, by written notice to Subscriber if it provides Subscriber with notice of the revised Merger Closing Date no later than twenty-four (24) hours prior to the then scheduled Merger Closing Date. Buyer Subscriber shall deliver to the Issuer on or before at least two (2) business days prior to the anticipated then scheduled Merger Closing Date identified in the Closing Notice (unless a later time is otherwise agreed by the Issuer), to be held in escrow until the Subscription Closing, the Purchase Price for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to . Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the Issuer, subject to such escrow agent until meeting any requirements specified by Subscriber to the Acquisition ClosingIssuer prior to the date hereof. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Merger Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Merger Closing Date. In If the event the Merger Closing Date does not occur on the same day as the Subscription Closing, the Issuer shall promptly (but not later than one (1) business day thereafter (or two (2) business days thereafter if the Issuer reasonably believes the Merger Closing will occur within two (2) business days after the anticipated Merger Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter)) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries shall be deemed cancelled; provided provided, that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing). (b) The Subscription Closing upon delivery shall be subject to the conditions that, on the Merger Closing Date: (i) no suspension by the New York Stock Exchange (the “NYSE”) of a new Closing Notice the qualification of the Acquired Shares for offering or sale or trading in accordance the United States, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all conditions precedent to the closing of the Transactions shall have been satisfied or waived provided that any such waiver is not materially adverse to Subscriber (in its capacity as such) (other than (A) those conditions that by their nature may only be satisfied at the closing of the Transactions, but subject to the satisfaction of such conditions as of the closing of the Transactions, (B) the condition pursuant to Section 8.1(f) of the Agreement and Plan of Merger (solely with respect to the Issuer receiving the proceeds of the Acquired Shares) and (C) the condition pursuant to Section 8.1(g) of the Agreement and Plan of Merger (solely with respect to the Issuer receiving the proceeds of the Acquired Shares)); (iii) the terms of the Agreement and Plan of Merger shall not have been amended, and the rights of the Issuer, Crew Merger Sub I LLC and Crew Merger Sub II LLC thereunder shall not have been waived, in a manner that is materially adverse to Subscriber (in its capacity as such); (iv) solely with respect to Subscriber’s obligation to close, all representations and warranties made by the Issuer in this Subscription Agreement shall be true and correct in all material respects as of the Merger Closing Date (other than (i) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date and (ii) those representations and warranties that are already qualified by materiality or the absence of a Material Adverse Effect (as defined below), which shall be true and correct as of the Merger Closing Date), in each case without giving effect to the consummation of the Transactions; (v) solely with respect to the Issuer’s obligation to close, all representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Merger Closing Date (other than (i) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date and (ii) those representations and warranties that are already qualified by materiality or the absence of a Subscriber Material Adverse Effect (as defined below), which shall be true and correct as of the Merger Closing Date), in each case without giving effect to the consummation of the Transactions; (vi) solely with respect to Subscriber’s obligation to close, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; and (vii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby and no governmental authority shall have threatened in writing a proceeding seeking to impose any such restraint or prohibition. (c) At the Subscription Closing, the parties hereto shall make reasonable efforts to execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. (d) For purposes of this Subscription Agreement, “business day” shall mean any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York are required or authorized by applicable law to be closed for business.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together ) is intended to occur substantially concurrently with the Acquisition Closing, closing of the Merger (the “Closings” and “Merger Closing” shall mean either of them) shall occur on the same day”), and substantially concurrent with, consummation is contingent upon the occurrence of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinMerger Closing. Not less than ten three (103) business days Business Days prior to the anticipated scheduled date of the Merger Closing (the “Merger Closing Date”), the Issuer Company shall provide written notice to Buyer of such anticipated Closing Date Subscriber (as it may be revised in accordance with this Section 2(a), the “Closing Notice”) of such anticipated scheduled Merger Closing Date. Not less ; provided, that the Company may delay from time to time the scheduled Merger Closing Date until the Outside Date (as defined in the Merger Agreement) following the original scheduled Merger Closing Date identified in the Closing Notice, or such Merger Closing Date as it may be delayed, by written notice to Subscriber if it provides Subscriber with notice of the revised Merger Closing Date (a “Revised Closing Notice”) setting forth the revised scheduled Merger Closing Date no later than twenty-four (24) hours prior to the then-scheduled Merger Closing Date; provided further that, in the event the revised scheduled Merger Closing Date set forth in the Revised Closing Notice is a date that is more than five (5) business days prior Business Days after the then scheduled Merger Closing Date, any Subscription Amount paid by Subscriber that is held in escrow shall be returned to Subscriber within two (2) Business Days of the date the Company provides the Revised Closing Notice to the anticipated Subscriber. For the avoidance of doubt, the return of any Subscription Amount in connection with a delay in the scheduled Closing Date (as specified shall not relieve Subscriber of its obligations to pay the Subscription Amount on the date set forth in a Revised Closing Notice and to otherwise comply with the Closing Notice), SPAC shall provide written notice to Buyer terms and conditions of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition this Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer Subscriber shall deliver to the Issuer on or before Company at least two (2) business days Business Days prior to the anticipated then-scheduled Merger Closing Date identified in the Closing Notice (including any Revised Closing Notice) (unless a later time is otherwise agreed by the Company), to be held in escrow until the Subscription Closing, the Subscription Amount for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer Company in the Closing Notice (including any Revised Closing Notice, to ). Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the escrow agent until Company prior to the Acquisition Closingdate hereof. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Merger Closing Date, the Issuer Company shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , with each register and book-entry for the Shares containing a notation and each certificate, if any, evidencing the Shares shall be stamped or otherwise imprinted with a legend, in substantially the form set forth on Exhibit A hereto, and (2ii) a copy of the records of the IssuerCompany’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of such date. If the Merger Closing Date. In the event the Closing Date does not occur on the same day as the Subscription Closing, the Company shall promptly (but not later than one (1) Business Day after the Subscription Closing (or two (2) Business Days after the Subscription Closing if the Company reasonably believes the Merger Closing will occur within two (2) business days Business Days after the anticipated Merger Closing Date identified in the Closing Notice (including any Revised Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter))) return the Subscription Amount to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries shall be deemed repurchased and cancelled; provided provided, that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementClosing).

Subscription Closing. The (a) Subject to the satisfaction or waiver of each of the conditions set forth in ‎ARTICLE V, unless this Agreement shall have been terminated pursuant to its terms, the closing of the purchase and sale of the Subscription contemplated hereby Shares (the “Subscription Closing”) shall take place at the offices of Xxxxx & XxXxxxx LLP, together with 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 no later than the Acquisition second Business Day after the satisfaction or waiver of the conditions set forth in ‎ARTICLE V (excluding conditions that, by their nature, cannot be satisfied until the Subscription Closing, but subject to the satisfaction or waiver of such conditions at the Subscription Closing) or at such date and time as the parties may agree to in writing (the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Subscription Closing Date”). (b) subject to On the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Subscription Closing Date, (a) the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer Company shall deliver to the Issuer on or before two Investor (2i) business days prior to the anticipated Closing Date a certificate representing the Subscription for Shares to be purchased on such date, registered in Investor’s name and bearing legends substantially in the Subscribed Shares form set forth herein against payment by or on behalf of Investor of the Subscription Proceeds by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds to the account specified designated by Buyerthe Company and shall register Investor in its register of shareholders as the holder of such Subscription Shares, provided, however, that if any Time Warner Loans are outstanding on the Subscription Closing Date, the payment of the Subscription Proceeds may be satisfied by evidence of cancellation of outstanding principal amount, accrued interest (calculated up to and including the day prior to the Subscription Closing Date), fees and penalties on the Time Warner Loans in an amount equal to the number of Subscription Shares multiplied by the TW Purchase Price. (ii) a calculation of the Relevant Equity Securities outstanding on the Subscription Closing Date certified by an authorized officer of the Company, and any book entries shall (iii) all other documents and certificates required to be deemed cancelled; provided that unless this Backstop Agreement has been terminated delivered to Investor pursuant to Section 5.01 ‎5.2; and (Termination)b) Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.3. In the event Investor and the Company continue to disagree as to the number of Subscription Shares that are issuable under Section 1.1, such return the Company and Investor agree to retain an independent calculation agent to determine the number of funds shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementShares.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with ) is contingent upon the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms Transactions and conditions set forth herein. Not less than ten (10) business days shall occur immediately prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Datethereto. Not less than five (5) business days prior to the anticipated scheduled closing date of the Transactions (the “Closing Date (as specified in the Closing NoticeDate”), SPAC the Issuer shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount Subscriber (the “Redemption Closing Notice”). Buyer shall deliver to ) of such Closing Date; provided that the Issuer on or before two may delay the scheduled Closing Date up to five (25) business days following the original scheduled Closing Date identified in the Closing Notice by written notice to Subscriber if it provides Subscriber with notice of the revised Closing Date no later than 24 hours prior to the anticipated then scheduled Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition ClosingDate. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Closing Date, i) the Issuer shall deliver to Buyer Subscriber (1x) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; applicable and (2y) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the Closing Date does not occur within two and (2ii) business days after the anticipated Closing Date identified in the Closing Notice, Subscriber shall deliver to the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return Purchase Price for the Subscription Amount to Buyer Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Issuer in the Closing Notice no later than 9:00am New York City time (unless a later time on the Closing Date is otherwise agreed by the Issuer). In the event the Closing (as defined in the Business Combination Agreement) does not occur within one (1) business day of the Closing Date, the Issuer shall, unless the Closing occurs prior thereto, promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer either party of any of its obligations hereunder (including the obligation to purchase the Subscribed Acquired Shares at the Subscription Closing). (b) The Subscription Closing upon delivery shall be subject to the conditions that, on the Closing Date: (i) no suspension of a new Closing Notice the qualification of the Acquired Shares for offering or sale or trading in accordance with the United States, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all conditions precedent to the closing of the Transactions shall have been satisfied or waived (other than (A) those conditions that by their nature may only be satisfied at the closing of the Transactions, but subject to the satisfaction of such conditions as of the closing of the Transactions and provided that any such waiver does not materially adversely affect Subscriber, and (B) the condition pursuant to Section 11.1(g) of the Business Combination Agreement); (iii) the terms of the Business Combination Agreement shall not have been amended in a manner that materially adversely affects any of Subscriber’s rights hereunder; (iv) all representations and warranties made by the Issuer and Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date), in each case without giving effect to the consummation of the Transactions; (v) solely with respect to Subscriber, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; and (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby. (c) At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. (d) For purposes of this Subscription Agreement, “business day” shall mean any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York are required or authorized by applicable law to be closed for business.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on two business days after the same day, and substantially concurrent with, consummation of the Acquisition Closing Transactions (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five Subscriber shall deliver to the Issuer on or before three (53) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeFunding Date”). Buyer shall deliver to ) the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the Issuer or in escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not . Not later than [one (1)] ) business day after the Closing Date, the Issuer shall deliver to Buyer Subscriber (1) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five one (51) business days day thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book entries or share certificates shall be deemed cancelled; provided that unless this Backstop Subscription Agreement has been terminated pursuant to Section 5.01 (Termination)6 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve Buyer Subscriber of its obligation to purchase the Subscribed Acquired Shares at the Subscription Closing. (b) The Subscription Closing upon delivery shall be subject to the conditions that, on the Closing Date: (i) (x) solely with respect to Subscriber’s obligation to close, the representations and warranties made by the Issuer, and (y) solely with respect to the Issuer’s obligation to close, the representations and warranties made by Subscriber, in each case in this Subscription Agreement shall be true and correct in all material respects as of a new the Closing Notice Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in accordance with all material respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (iii) the terms of the Merger Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is materially adverse to Subscriber (in its capacity as such), including, but not limited to, Article IX and the related defined terms therein; and (iv) there shall have been no amendment, waiver, or modification to the separate subscription agreements dated on or about February 17, 2021 with other investors with respect to the purchase of Class A Shares by such investors (“Other Subscription Agreements”) on or prior to the Closing hereunder that materially benefits such investors unless Subscriber has been offered substantially similar benefits in writing. (c) At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Subscription Closing. The closing (a) Subscriber hereby applies to become a member of the Subscription contemplated hereby (the “Subscription Closing”Company, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinin this Agreement and the Operating Agreement, a copy of which has been furnished to Subscriber. Not less than ten Subscriber acknowledges receipt of a copy of the Operating Agreement. (10b) business days Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber: (i) Class X Units that shall allocate to Subscriber the number of Founder Shares set forth on the signature page hereto relating to such Subscriber for the aggregate purchase price set forth thereon; and (ii) Class Y Units that shall allocate to Subscriber the number of Private Placement Warrants set forth on the signature page hereto relating to such Subscriber for the aggregate purchase price set forth thereon (such Class X Units and Class Y Units, collectively, the “Subscription Amount” and the purchase price therefore, collectively, the “Aggregate Subscription Price”). (c) The Company shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the anticipated Closing Effective Date, and Subscriber shall pay the Issuer shall provide written notice Aggregate Subscription Price (assuming exercise of the over-allotment option in full) to Buyer the Company (to be held in escrow pending the IPO Closing), by wire transfer of such anticipated Closing Date immediately available funds or other means approved by the Company, on the date that is one (the “Closing Notice”1) of such anticipated Closing Date. Not less than five (5) business days Business Day prior to the anticipated Closing Date (Effective Date, or such other date as specified the Company and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing Noticehas not occurred by the date that is seven (7) Business Days after the date on which Subscriber remitted the Aggregate Subscription Price to the Company, then, unless Subscriber otherwise agrees in writing, the Company shall return such amounts to Subscriber (or any amounts attributable to the over-allotment option to the extent the over-allotment option is not exercised in full). If the IPO Closing has not occurred by August 15, SPAC 2021, this Agreement shall provide written notice terminate and be of no further force or effect. (d) Upon execution of this Agreement, Subscriber’s obligation to Buyer purchase the Securities shall be irrevocable, and Subscriber shall be legally bound to purchase the Securities subject to the terms set forth in this Agreement, subject to the Company satisfying its obligations as set forth herein. (e) In the event the sale of the aggregate amount payable Securities is not consummated for any reason, this Agreement and any other agreement entered into between Subscriber and the Company relating to this subscription shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to Subscriber any purchase price remitted to the Company, without interest thereon or deduction therefrom. (f) In the event the underwriters’ over-allotment option in respect connection with the IPO is exercised following the IPO Closing, Subscriber agrees to purchase additional Class Y Units allocating to Subscriber up to an additional number of Private Placement Warrants set forth on the signature page hereto at a price equal to $1.00 per warrant. The Company shall notify Subscriber in writing of the SPAC Share Redemptions anticipated date of each closing of the exercise of the over-allotment option, if any (as defined in the Acquisition Agreement)each, together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeOver-allotment Closing”). Buyer shall deliver to the Issuer on or before ) at least two (2) business days Business Days prior to such Over-allotment Closing, and Subscriber shall pay the anticipated Closing Date the Subscription purchase price for the Subscribed Shares Private Placement Warrants to be purchased in connection with such Over-allotment Closing by wire transfer of U.S. dollars in immediately available funds to the escrow account specified or other means approved by the Issuer in the Company on that date that is one (1) Business Day prior to such Over-allotment Closing Notice, (to be held in escrow pending such Over-allotment Closing), or such other date as the Company and Subscriber may agree upon in writing. If the Over-allotment Closing has not occurred by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one date that is seven (1)] business day 7) Business Days after the Closing Datedate on which Subscriber remitted the purchase price for the Private Placement Warrants to be purchased in connection with such Over-allotment Closing, then, unless Subscriber otherwise agrees in writing, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer Company shall cause the escrow Company to promptly cause its transfer agent to promptly return such amounts to Subscriber. (but not later than five (5g) business days thereafter) return On the Subscription Amount date of the IPO Closing, the Company shall issue to Buyer Subscriber the Class X Units and Class Y Units purchased. On the date of each Over-allotment Closing, if any, the Company shall issue to Subscriber Class Y Units allocating to Subscriber the number of Private Placement Warrants contemplated by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination1(f), such return of funds shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this Agreement.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, and be conditioned upon the prior or substantially concurrent consummation of the Acquisition Closing Transactions (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five Subscriber shall deliver to the Issuer on or before three (53) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption NoticeFunding Date”). Buyer shall deliver to ) the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription Purchase Price for the Subscribed Shares Securities by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent Issuer until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after . On the Closing Date, Date the Issuer shall deliver to Buyer (1) Subscriber the Subscribed Shares Securities in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), laws or imposed by the Subscriber) in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and no later than one (21) Business Day after the Closing Date, the Issuer shall deliver to Subscriber a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Subscriber as the owner of the Subscribed Shares Securities on and as of the Closing Date. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five one (51) business days day thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book entries or share certificates shall be deemed repurchased and cancelled; provided that unless this Backstop Subscription Agreement has been terminated pursuant to Section 5.01 (Termination)6 hereof, such return of funds shall not terminate this Backstop Subscription Agreement or relieve Buyer Subscriber of its obligation to purchase the Subscribed Shares Securities at the Subscription Closing. (b) The Subscription Closing upon delivery shall be subject to the conditions that, on the Closing Date: (i) (x) solely with respect to the Subscriber’s obligation to close, the representations and warranties made by the Issuer in Section 3 of this Subscription Agreement shall be true and correct as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct as of such date) except for inaccuracies or the failure of such representations and warranties to be true and correct that (without giving effect to any limitation as to “materiality” or “Issuer Material Adverse Effect” (as defined below) or another similar materiality qualification set forth herein), individually or in the aggregate, would not reasonably be expected to have an Issuer Material Adverse Effect; and (y) solely with respect to the Issuer’s obligation to close, the representations and warranties made by the Subscriber in Section 4 of this Subscription Agreement shall be true and correct as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct as of such date) except for inaccuracies or the failure of such representations and warranties to be true and correct that (without giving effect to any limitation as to “materiality” or “Subscriber Material Adverse Effect” (as defined below) or another similar materiality qualification set forth herein), individually or in the aggregate, would not reasonably be expected to have a new Closing Notice Subscriber Material Adverse Effect, and in each case of (x) and (y) without giving effect to the consummation of the Transactions; (ii) all conditions precedent to the closing of the Transactions set forth in the Merger Agreement shall have been satisfied or waived in accordance with the Merger Agreement other than those conditions that by their terms are to be satisfied at the Closing Date (but subject to the satisfaction or waiver thereof); (iii) the Merger Agreement (other than the condition in Section 9.3(c) of the Merger Agreement or the effects thereof) shall not have been amended, modified or waived by the Issuer in a manner that would reasonably be expected to materially adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement (it being understood that any such amendment, modification or waiver resulting in a decrease in the valuation of the Target in connection with the Transactions and/or the failure by one or more Other Investors to meet their closing funding obligations in violation of the Subscription Agreements would not have such a material and adverse effect); and (iv) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement. (c) At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Subscription Closing. The closing Notwithstanding the provisions herein (except clause 2.1, to which this clause 3.3 is subject), the Company may request interim closings upon 5 days written notice with any necessary adjustments to be made to the ultimate subscription amount. Subject to: (a) the satisfaction (or waiver in writing by the Investor) of the conditions set out in clause Error! Reference source not found. as at the Subscription contemplated hereby Day; (b) the “Subscription Closing”subscription and payment for the Common Shares pursuant to the relevant fully completed and duly executed Placement Notice and the Listing of such Common Shares not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation including the Listing Rules (other than by reason of the Investor's breach of its representations, together with warranties and/or undertakings in this Agreement); and (c) no change having become effective between the Acquisition Closingdate of this Agreement and each Closing Date, in any law or regulation (whether governmental or otherwise) which would adversely affect in any material aspect the holding or disposal of Common Shares by the Investor or the Investor's rights in respect thereof: no later than three (3) Business Days following the approval of the Exchange or, if the Settlement System is not in operation on that day, the “Closings” and “Closing” next Trading Day on which the Settlement System is in operation (each, a "Closing Date"), the Company shall mean either of them) shall occur on issue to the same day, and substantially concurrent with, consummation Investor the Common Shares subscribed for by the Investor against payment by the Investor of the Acquisition Purchase Price in respect thereof. For the avoidance of doubt, the Closing (Date for the Initial Direct Placement shall be the date that is the 10th Trading Day following the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer of the aggregate amount payable Placement Notice in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount Initial Direct Placement (the “Redemption NoticeInitial Placement Closing Date”). Buyer , and the time periods for acceptance or rejection of a Placement set forth in Section 2.3 shall deliver not apply to the Issuer on or before two (2) business days prior to Initial Direct Placement. For the anticipated Closing Date avoidance of doubt, in the Subscription for event that the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified Initial Direct Placement does not complete by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Initial Placement Closing Date, but not later than [one (1)] business day after then any Loan Shares that may have been delivered by the Share Lender to the Investor pursuant to this Agreement shall be returned forthwith, and in any event, within three Trading Days of the Initial Placement Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyer, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return of funds shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this AgreementShare Lender.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and Closing Date substantially concurrent with, consummation of with the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth hereinClosing. Not less than ten five (105) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of Subscriber (such anticipated Closing Date (notice, as updated from time to time, the “Closing Notice”) of such anticipated Closing Date; provided, that the Issuer may, upon at least one (1) business day’s written notice, delay from time to time the anticipated Closing Date up to ten (10) business days following the anticipated Closing Date identified in the Closing Notice. Not less than five Subscriber shall deliver to the Issuer at least three (53) business days prior to the then anticipated Closing Date (as specified identified in the Closing NoticeNotice (unless a later time is otherwise agreed by the Issuer), SPAC shall provide written notice to Buyer of the aggregate amount payable be held in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date escrow until the Subscription Closing, the Purchase Price for the Subscribed Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to . Such funds shall be held on behalf of Subscriber until the Subscription Closing in an escrow account by an escrow agent selected by the Issuer, subject to such escrow agent until meeting any requirements specified by Subscriber to the Acquisition ClosingIssuer prior to the date hereof. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after On the Closing Date, the Issuer shall deliver to Buyer Subscriber (1i) the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event If the Closing Date does not occur within two (2) business days after on the anticipated Closing Date identified in same day as the Closing NoticeSubscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerSubscriber, and any book book-entries with respect to the Acquired Shares shall be deemed cancelled; provided that provided, that, unless this Backstop Subscription Agreement has been validly terminated pursuant to Section 5.01 (Termination)6 hereof, such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer any party of any of its obligations hereunder (including Subscriber’s obligation to purchase the Subscribed Acquired Shares at the Subscription Closing). (b) The Subscription Closing upon delivery shall be subject to satisfaction or written waiver of the conditions that, on the Closing Date: (i) all conditions precedent to the consummation of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions); (ii) solely with respect to Subscriber’s obligation to close, (A) no amendment or waiver of the Business Combination Agreement or the Issuer’s organizational documents (other than as contemplated by the Business Combination Agreement) shall have occurred that materially and adversely affects the economic benefits of the Acquired Shares that Subscriber is acquiring pursuant to this Subscription Agreement and (B) there shall have been no amendment or waiver to any Other Subscription Agreement (including via side letter or other agreement, except as contemplated by Section 3(p)) that materially benefits the Other Subscriber thereunder unless Subscriber has been offered the same benefit; (iii) solely with respect to Subscriber’s obligation to close, all representations and warranties made by the Issuer in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than (i) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date and (ii) those representations and warranties that are already qualified by materiality or the absence of a new Material Adverse Effect (as defined below), which shall be true and correct as of the Closing Notice Date), in accordance each case without giving effect to the consummation of the Transactions; provided, that in the event this condition would otherwise fail to be satisfied as a result of a breach of one or more of the representations and warranties of the Issuer contained in this Subscription Agreement and the facts underlying such breach would also cause a condition to the Company’s or the Charterhouse Parties’ obligations under the Business Combination Agreement to fail to be satisfied, this condition shall nevertheless be deemed satisfied in the event both the Company and the Charterhouse Parties waives such condition with respect to such breach under the Business Combination Agreement; (iv) solely with respect to the Issuer’s obligation to close, all representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than (i) those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date and (ii) those representations and warranties that are already qualified by materiality or the absence of a Subscriber Material Adverse Effect (as defined below), which shall be true and correct as of the Closing Date), in each case without giving effect to the consummation of the Transactions; (v) solely with respect to Subscriber’s obligation to close, the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing; (vi) solely with respect to the Issuer’s obligation to close, Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber to consummate the Subscription Closing; (vii) there shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority, statute, rule or regulation enjoining or prohibiting the consummation of the Subscription; and (viii) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for offering or sale or trading in the United States, or initiation or threatening of any proceedings by the NYSE for any of such purposes, shall have occurred and the Acquired Shares shall have been approved for listing on the NYSE, subject to official notice of issuance. (c) At the Subscription Closing, the parties hereto shall 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 this Subscription Agreement on the terms and conditions described herein no later than immediately prior to the consummation of the Transactions. (d) For purposes of this Subscription Agreement, “business day” shall mean any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in Xxx Xxxx, Xxx Xxxx xx Xxxxxx, Xxxxxx Xxxxxxx, are required or authorized by applicable law to be closed for business.

Subscription Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Section 2 (other than those conditions that by their nature are to be satisfied at the closing of the Subscription contemplated hereby (hereby, but without affecting the requirement that such conditions be satisfied or waived at such closing), the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same daydate of, and immediately prior to or substantially concurrent concurrently with, and is contingent on, the consummation of the Acquisition Closing Business Combination (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten At least three (103) business days prior to before the anticipated Closing Date, the Issuer shall provide deliver written notice to Buyer of such anticipated Closing Date the Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five specifying (5i) business days prior to the anticipated Closing Date and (as specified in ii) the Closing Notice), SPAC shall provide written notice to Buyer wire instructions for delivery of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver Purchase Price to the Issuer on or before Issuer. No later than two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer set forth in the Closing Notice, the Subscriber shall deliver to be held by the escrow agent until Issuer such information as is reasonably requested in the Acquisition ClosingClosing Notice in order for the Issuer to issue the Acquired Shares to the Subscriber. As soon as reasonably practicable following The Subscriber shall deliver to the Issuer, on or prior to the date that immediately precedes the Closing Date, but not later than [one (1)] business day after to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice and the application for shares in the form attached to this Subscription Agreement. On the Closing Date, the Purchase Price shall be released from escrow against and concurrently with delivery by the Issuer shall deliver to Buyer Subscriber of (1i) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructionsinstructions (“Nominee“)) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of of, or correspondence from, the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer reflecting Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the Closing Date Business Combination does not occur within two one (21) business days after day of the anticipated Closing Date identified specified in the Closing NoticeNotice or this Subscription Agreement terminates prior to the Subscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price, if already paid by the Subscriber, to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Subscriber. Notwithstanding such return or termination, and any book entries (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return be a failure of funds shall not terminate this Backstop Agreement or relieve Buyer any of its obligation the conditions to purchase the Subscribed Shares at the Subscription Closing upon set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice in accordance and (B) to re-consummate the Subscription Closing immediately prior to or substantially concurrently with the terms consummation of this Agreementthe Business Combination.

Subscription Closing. The (a) Subject to the satisfaction or waiver of the conditions set forth in this Section 2 (other than those conditions that by their nature are to be satisfied at the closing of the Subscription contemplated hereby (hereby, but without affecting the requirement that such conditions be satisfied or waived at such closing), the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, date of and substantially concurrent with, concurrently with the consummation of the Acquisition Post-Closing Funding (as defined herein) or such earlier date mutually agreed in writing by Issuer and Subscriber (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein). Not less than ten At least three (103) business days prior to before the anticipated Closing Date, the Issuer shall provide deliver written notice to Buyer of such anticipated Closing Date the Subscriber (the “Closing Notice”) of such anticipated Closing Date. Not less than five specifying (51) business days prior to the anticipated Closing Date and (as specified in ii) the Closing Notice), SPAC shall provide written notice to Buyer wire instructions for delivery of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer shall deliver Purchase Price to the Issuer on or before Issuer. No later than two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer set forth in the Closing Notice, the Subscriber shall deliver to be held by the escrow agent until Issuer such information as is reasonably requested in the Acquisition ClosingClosing Notice in order for the Issuer to issue the Acquired Shares to the Subscriber. As soon as reasonably practicable following The Subscriber shall deliver to the Issuer, on or prior to the date that immediately precedes the Closing Date, but not later than [one (1)] business day after to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice and the application for shares in the form attached to this Subscription Agreement. On the Closing Date, the Purchase Price shall be released from escrow against and concurrently with delivery by the Issuer shall deliver to Buyer Subscriber of (1i) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructionsinstructions (“Nominee”)) or to a custodian designated by BuyerSubscriber, as applicable; , and (2ii) a copy of the records of of, or correspondence from, the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer reflecting Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the consummation of the Post-Closing Date Funding does not occur within two one (21) business days after day of the anticipated Closing Date identified specified in the Closing NoticeNotice or this Subscription Agreement terminates prior to the Subscription Closing, the Issuer shall cause the escrow agent to promptly (but not later than five two (52) business days thereafter) return the Subscription Amount Purchase Price, if already paid by the Subscriber, to Buyer Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Subscriber. Notwithstanding such return or termination, and any book entries (i) a failure to close on the anticipated Closing Date shall not, by itself, be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return be a failure of funds shall not terminate this Backstop Agreement or relieve Buyer any of its obligation the conditions to purchase the Subscribed Shares at the Subscription Closing upon set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice in accordance and (B) to reconsummate the Subscription Closing immediately prior to or substantially concurrently with the terms consummation of this Agreementthe Post-Closing Funding.

Subscription Closing. (a) The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with ) is contingent upon the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms Transactions and conditions set forth herein. Not less than ten (10) business days shall occur immediately prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Datethereto. Not less than five (5) business days prior to the anticipated scheduled closing date of the Transactions (the “Closing Date (as specified in the Closing NoticeDate”), SPAC the Issuer shall provide written notice to Buyer of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount Subscriber (the “Redemption Closing Notice”). Buyer shall deliver to ) of such Closing Date; provided that the Issuer on or before two may delay the scheduled Closing Date up to five (25) business days following the original scheduled Closing Date identified in the Closing Notice by written notice to Subscriber if it provides Subscriber with notice of the revised Closing Date no later than 24 hours prior to the anticipated then scheduled Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition ClosingDate. As soon as reasonably practicable following On the Closing Date, but not later than [one (1)] business day after the Closing Date, i) the Issuer shall deliver to Buyer Subscriber (1x) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities lawslaws or as set forth herein), in the name of Buyer Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerSubscriber, as applicable; applicable and (2y) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber (or other evidence showing Buyer such nominee or custodian) as the owner of the Subscribed Acquired Shares on and as of the Closing Date. In the event the Closing Date does not occur within two and (2ii) business days after the anticipated Closing Date identified in the Closing Notice, Subscriber shall deliver to the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return Purchase Price for the Subscription Amount to Buyer Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by Buyerthe Issuer in the Closing Notice no later than 9:00am New York City time (unless a later time on the Closing Date is otherwise agreed by the Issuer). In the event the Closing (as defined in the Business Combination Agreement) does not occur within one (1) business day of the Closing Date, the Issuer shall, unless the Closing occurs prior thereto, promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such the return of the funds shall not terminate this Backstop Subscription Agreement or otherwise relieve Buyer either party of any of its obligations hereunder (including the obligation to purchase the Subscribed Acquired Shares at the Subscription Closing). (b) The Subscription Closing upon delivery shall be subject to the conditions that, on the Closing Date: (i) no suspension of a new the qualification of the Acquired Shares for offering or sale or trading in the United States, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all conditions precedent to the closing of the Transactions shall have been satisfied or waived (other than (A) those conditions that by their nature may only be satisfied at the closing of the Transactions, but subject to the satisfaction of such conditions as of the closing of the Transactions and provided that any such waiver does not materially adversely affect Subscriber, (B) the condition pursuant to Section 11.1(g) of the Business Combination Agreement and (C) the condition pursuant to Section 11.1 of the Business Combination Agreement to the extent they are to be satisfied by the Issuer); (iii) [Reserved]; (iv) all representations and warranties made by the Issuer and Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Notice Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in accordance all material respects as of such date), in each case without giving effect to the consummation of the Transactions; (v) solely with respect to Subscriber, the terms Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; and (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby. (c) At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. (d) For purposes of this Subscription Agreement, “business day” shall mean any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York are required or authorized by applicable law to be closed for business.

Subscription Closing. The closing (a) Each issuance of the Subscription Subscribed Notes contemplated hereby (the each, a “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on such date as determined by Subscriber as described in Sections 2(b)-(c) below, which date(s) shall be no earlier than the same day, Transaction Closing Date and substantially concurrent with, consummation no later than the twelve month anniversary of the Acquisition Transaction Closing Date (the date of the Closingseach, a “Subscription Closing Date”). (b) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date. Not less than At least five (5) business days Business Days prior to a Subscription Closing Date, Subscriber shall notify the anticipated Company in writing of the Subscription Closing Date (as specified in and the Closing Notice), SPAC shall provide written notice to Buyer portion of the aggregate amount payable in respect of the SPAC Share Redemptions Purchase Price to be funded at such Subscription Closing (as defined in the Acquisition Agreement)each such notice, together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Subscription Closing Date Notice”). Buyer No later than two Business Days following delivery of a Subscription Closing Date Notice, the Company shall deliver by written notice to Subscriber the Issuer wire instructions for delivery of the Purchase Price or portion thereof to be paid on or before two such Subscription Closing Date. For the avoidance of doubt, Subscriber may pay future installments of the Purchase Price using such wire instructions provided by the Company. (2c) business days prior to On each Subscription Closing Date, Subscriber shall deliver the anticipated portion of the Purchase Price set forth in the applicable Subscription Closing Date the Subscription Notice for the Subscribed Shares Notes by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] business day after the Closing Date, the Issuer shall deliver to Buyer (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Buyer (or its nominee in accordance with its delivery instructions) or to a custodian designated by Buyer, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer as the owner of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer by wire transfer of U.S. United States dollars in immediately available funds to the account specified by Buyerthe Company. For the avoidance of doubt, Subscriber may, in its sole discretion, fund the Purchase Price, in whole or in part, at any time and any book entries from time, between the Transaction Closing Date and the twelve month anniversary of the Transaction Closing Date. The Company shall deliver Subscriber’s Convertible Note with respect to the Purchase Price set forth in each Subscription Closing Date Notice to Subscriber at each applicable Subscription Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, delivery of the Convertible Notes shall be deemed cancelledthrough the facilities of the Depository Trust Company; provided that, if Xxxxx determines in its reasonable discretion that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination)such delivery is not reasonably practical or that the Convertible Notes and/or such delivery would not satisfy the applicable requirements and/or procedures of the Depository Trust Company, such return of funds delivery shall not terminate this Backstop Agreement or relieve Buyer of its obligation to purchase the Subscribed Shares at the Subscription Closing upon be by delivery of certificated convertible notes. “Business Day” means any day other than a new Closing Notice Saturday or Sunday, or any other day on which banks located in accordance with the terms of this AgreementNew York, New York are required or authorized by law to be closed for business.

Subscription Closing. The closing of the Subscription contemplated hereby (the “Subscription Closing”, together with the Acquisition Closing, the “Closings” and “Closing” shall mean either of them) shall occur on the same day, and substantially concurrent with, consummation of the Acquisition Closing (the date of the Closings, “Closing Date”) subject to the terms and conditions set forth herein. Not less than ten (10) business days prior to the anticipated Closing Date, the Issuer shall provide written notice to Buyer Buyers of such anticipated Closing Date (the “Closing Notice”) of such anticipated Closing Date). Not less than five (5) business days prior to the anticipated Closing Date (as specified in the Closing Notice), SPAC shall provide written notice to Buyer Buyers of the aggregate amount payable in respect of the SPAC Share Redemptions (as defined in the Acquisition Agreement), together with a certificate duly executed by an officer or director of SPAC certifying such aggregate amount (the “Redemption Notice”). Buyer Buyers shall deliver to the Issuer on or before two (2) business days prior to the anticipated Closing Date the Subscription for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Acquisition Closing. As soon as reasonably practicable following the Closing Date, but not later than [one (1)] ) business day after the Closing Date, the Issuer shall deliver to Buyer Buyers (1) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name names of Buyer Buyers (or its nominee in accordance with its delivery instructions) or to a custodian designated by BuyerBuyers, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Buyer Bxxxxx as the owner owners of the Subscribed Shares on and as of the Closing Date. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than five (5) business days thereafter) return the Subscription Amount to Buyer Buyers by wire transfer of U.S. dollars in immediately available funds to the account specified by BuyerBuyers, and any book entries shall be deemed cancelled; provided that unless this Backstop Agreement has been terminated pursuant to Section 5.01 (Termination), such return of funds shall not terminate this Backstop Agreement or relieve Buyer Buyers of its their obligation to purchase the Subscribed Shares at the Subscription Closing upon delivery of a new Closing Notice in accordance with the terms of this Agreement.