Common use of Trust Account Proceeds and Related Available Equity Clause in Contracts

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment of the Acquiror Transaction Expenses, as contemplated by Section 12.6, plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”) is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c) shall be satisfied. (b) Upon satisfaction or waiver of the conditions set forth in Article X and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If Prior to the Closing, the Sponsor and its Affiliates shall be entitled to arrange for the purchase by third Persons of additional shares of PubCo Common Stock at a price per share of $10.00, such that (i) if an Equity Line is not obtained at or prior to Closing, the Minimum Condition PubCo Available Cash at the Closing is equal to at least $45,000,000 (the “PubCo No EL Minimum Cash”), and (ii) if an Equity Line is obtained at or prior to Closing, the Minimum Condition PubCo Available Cash at the Closing is equal to at least $30,000,000 (the “PubCo EL Minimum Cash”, and together with the PubCo EL Minimum Cash, the “PubCo Minimum Cash”). The BT Entities shall reasonably cooperate with and shall take all actions reasonably required to effect the foregoing. For the purposes of this Section 7.1(a), (x) in the event the BT Closing Indebtedness is in excess of $0.00 as of immediately prior to the Closing, the PubCo Minimum Cash shall equal: (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment of the Acquiror Transaction Expenses, as contemplated by Section 12.6, plus applicable PubCo Minimum Cash less (ii) the PIPE Investment Amount and amount of the Forward Purchase Amount, BT Closing Indebtedness (up to $15,000,000 in each case, as actually received by Acquiror prior to or substantially concurrently with the aggregate) that is paid off at the Closing using the Contribution Amount in accordance with Section 2.2(b) and (y) in the sum event that, immediately following the Closing, the consolidated Indebtedness of PubCo, BT OpCo and their respective Subsidiaries is in excess of $85,000,000 the PubCo Minimum Cash shall equal: (i) and the applicable PubCo Minimum Cash less (ii), ) the “Available Acquiror Cash”) is equal to or greater than one hundred seventy-five million Dollars (amount of such Indebtedness in excess of $175,000,000) (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c) shall be satisfied85,000,000. (b) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof of such satisfaction or waiver to the Trustee (which notice Acquiror PubCo shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror PubCo (Aa) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bb) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror PubCo Stockholders pursuant to the Acquiror PubCo Share Redemptions, and (2) immediately thereafter, pay all remaining amounts then available in the Trust Account to Acquiror PubCo for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided thereinin the Trust Agreement.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash and cash equivalents available in the Trust Account immediately prior to the Effective Time and Closing, after (x) deducting the amount amounts required to satisfy the Acquiror Share Parent Stockholder Redemption Amount, Amount (y) the payment of any deferred underwriting commissions being held in the Trust Account and (z) the but prior to payment of the Acquiror Unpaid Transaction Expenses, Expenses as contemplated by Section 12.62.4(d) and Section 9.6(a)) (the “Trust Amount”), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror Parent prior to or substantially concurrently with the Closing Closing, plus (iii) the Sponsor Backstop Amount and all other amounts actually received by Parent pursuant to the Sponsor Backstop Subscription Agreement prior to or substantially concurrently with the Closing, plus (iv) as of immediately prior to the Closing, the amount of cash and cash equivalents held by Parent without restriction outside of the Trust Account (other than any amounts received pursuant to any Working Capital Loans or Indebtedness (other than any Indebtedness constituting Parent Transaction Expenses)) and any interest earned on the amount of cash held inside the Trust Account, (the “Additional Parent Cash”, and the sum of the amounts set forth in the foregoing clauses (i), (ii), (iii) and (iiiv), the “Available Acquiror Parent Cash”) is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 125,000,000.00 (the “Minimum Available Acquiror Parent Cash Amount”), then the condition set forth in Section 10.3(c7.3(c) shall be satisfied. (b) Upon satisfaction or waiver of the conditions set forth in Article X VII and provision of notice thereof to the Trustee (which notice Acquiror Parent shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror Parent (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Parent Stockholders pursuant to the Acquiror Share Parent Stockholder Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror Parent for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the payment and net of any deferred underwriting commissions being held in the Trust Account and (z) the payment of the Transaction Expenses and any transaction expenses of the Company or Acquiror (including transaction expenses incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf, other than the Included Transaction ExpensesExpenses Amount, which shall be deducted), as contemplated by Section 12.611.6), (the “Trust Amount”), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (including in connection with Section 7.1(b)), plus (iii) the aggregate gross proceeds received or which will be received by Acquiror or the Company pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of Acquiror or the Company or any of Acquiror’s Subsidiaries, pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing (the sum of (i) and through (iiiii), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 0 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.3(c) shall be satisfied. (b) If the Available Cash is less than the Minimum Available Cash Amount after the Acquiror Share Redemptions, then, at or prior to the Closing, Acquiror shall, notwithstanding anything contained herein to the contrary, have the right (but not the obligation) to purchase or sell to any other person additional Acquiror Common Shares (in accordance with Acquiror’s Governing Documents) at a price per share not less than $10.00 up to an amount that would result in the Available Cash being at least equal to the Minimum Available Cash Amount. (c) Upon satisfaction or waiver of the conditions set forth in Article X Section 8.1 and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its commercially reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to following the Effective Time and Acquiror Shareholders’ Meeting, after (x) deducting the amount required to satisfy the Acquiror Share Redemption AmountAmount (such amount, prior to payment from the Trust Account of (yx) the payment of any deferred underwriting commissions being held in the Trust Account Account, and (zy) the payment any Transaction Expenses or transaction expenses of the Acquiror Transaction Expenses(including transaction expenses incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf), as contemplated by Section 12.611.6), (the “Trust Amount”), plus (ii) the PIPE Investment Backstop Subscription Amount and the Forward Purchase Amount, in each case, as Commitment Amount actually received by Acquiror prior to or substantially concurrently with the Closing plus (iii) the amount actually received by Acquiror prior to or substantially concurrently with the Closing from a PIPE Investment (the sum of (i), (ii) and (iiiii), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 100,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.3(e) shall be satisfied. (b) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (Aa) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bb) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate useuse or otherwise at its direction, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided thereinin the Trust Agreement.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the but prior to payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment Transaction Expenses or any transaction expenses of the Acquiror Company, Acquiror, or any of their respective Subsidiaries, (including transaction expenses incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf, other than the Included Transaction ExpensesExpenses Amount, which shall be deducted), as contemplated by Section 12.611.6), (the “Trust Amount”), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (including in connection with Section 7.2(b)), plus (iii) the aggregate gross proceeds received or will be received by Acquiror or the Company or any of their Subsidiaries pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of Acquiror, the Company or any of their respective Subsidiaries, pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing (the sum of (i) and through (iiiii), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) an amount to be mutually agreed by the parties (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.3(c) shall be satisfied. (b) If the Available Cash is less than the Minimum Available Cash Amount after the Acquiror Share Redemptions, then, at or prior to the Closing, Acquiror shall, notwithstanding anything contained herein to the contrary, have the right (but not the obligation) to purchase or sell to any other person additional Acquiror Common Shares at a price per share not less than $10.00 up to an amount that would result in the Available Cash being at least equal to the Minimum Available Cash Amount. (c) Upon satisfaction or waiver of the conditions set forth in Article X Section 8.1 and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment of the Acquiror Transaction Expenses, as contemplated by Section 12.6, plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior Prior to or substantially concurrently with at the Closing (subject to the sum of (i) and (ii), the “Available Acquiror Cash”) is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c) shall be satisfied. (b) Upon satisfaction or waiver of the conditions set forth in Article X and provision of notice thereof to the Trustee (which notice IX), Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts make appropriate arrangements to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available funds in the Trust Account to be disbursed at Closing in accordance with the Trust Agreement for the following: (i) the redemption of any shares of Acquiror Class A Common Stock in connection with the Offer; (ii) the payment of the Outstanding Company Expenses, Outstanding Acquiror Expenses and any loans made by the Sponsor or any of its Affiliates to Acquiror without interest (if any) pursuant to Section 3.05(a) and the payment of the cash in lieu of the issuance of any fractional shares pursuant to Section 3.03(h); and (iii) the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (i) and (ii), to be disbursed to Acquiror or at its direction in accordance with this Agreement. (b) If the Closing Acquiror Cash as of the anticipated Closing (assuming satisfaction or waiver of the conditions set forth in Article IX) is reasonably expected to be less than the Company’s Required Funds, then the Acquiror and its Representatives, in cooperation with the Company and its Representatives, shall be entitled to solicit and arrange for immediate useand enter into a subscription agreement for the purchase by third Persons of, subject additional shares of Acquiror Class A Common Stock on the terms of the applicable Common Subscription Agreement (and at a subscription price of no less than $10 per share) in an aggregate amount such that the Closing Acquiror Cash is, at or immediately prior to the Closing, equal to the Company’s Required Funds (or such greater amount as agreed to by the Company in its sole discretion) after giving effect to such subscriptions, and such subscriptions made pursuant to this Agreement sentence shall be added to the definition and amount of Closing Acquiror Cash including for purposes of Section 9.03(g) (without duplication). Notwithstanding the Trust Agreementforegoing, (i) the Acquiror shall not sell or issue more than 5,000,000 additional shares of Acquiror Class A Common Stock pursuant to this Section 7.03(b) without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed and (ii) thereafterin any event, the Trust Account shall terminate, except Acquiror may not sell or issue shares of Acquiror Class A Common Stock to the Persons set forth on Acquiror Schedule 7.03(b) or any of their Affiliates without the prior written consent of the Company as otherwise provided thereinexercised in its sole discretion.

Trust Account Proceeds and Related Available Equity. (a) If If, (i) the amount of cash available in the Trust Account immediately prior to following the Effective Time and Acquiror Shareholders’ Meeting, after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, Amount (y) the but prior to payment of (x) any deferred underwriting commissions being held in the Trust Account Account, and (zy) any Transaction Expenses or transaction expenses of Acquiror or its Affiliates) (the payment of the Acquiror Transaction Expenses, as contemplated by Section 12.6“Trust Amount”), plus (ii) the Total PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of clauses (i) and (ii), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 700,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.3(d) shall be satisfied; provided, that, in each case, the parties to this Agreement do not have any intention as of the Second Effective Time to use, or to cause to be used, any amount of such Available Acquiror Cash to effect any additional repurchase, redemption or other acquisition of outstanding shares of Acquiror Common Stock within the six (6)-month period after the Closing. (b) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (2) immediately thereafter, pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) If, after the amount of Acquiror Shareholder Meeting the cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount (the “Trust Amount”) is less than the sum of (x) Four Hundred Million Dollars ($400,000,000), plus (y) the payment if applicable, an aggregate of any approximately $24,150,000 of deferred underwriting commissions being held in the Trust Account and (z) but in no event including any Transaction Expenses or transaction expenses of Acquiror or its Affiliates as set forth on a written statement to be delivered to the payment of the Acquiror Transaction Expenses, as contemplated by Holder pursuant to Section 12.6, plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii2.4(d), the “Available Acquiror Cash”) is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) (the “Minimum Available Acquiror Cash Amount”), then, at the Closing, (i) if Holder has elected that, pursuant to and in accordance with the terms of the Purchase Agreement, the CX Xxxxxx shall purchase any amount of Primary Shares (as defined in the Purchase Agreement), then the Primary Purchase Price (as defined in the Purchase Agreement) to be paid in exchange for such Primary Shares (the “Investment Amount”) shall be counted towards the Minimum Available Acquiror Cash Amount and (ii) the Holder and its Affiliates shall have the right (but not the obligation) to purchase additional shares of Acquiror Common Stock at a price per share of $10.00 (the “Additional Holder Equity Amount”) up to the Minimum Available Acquiror Cash Amount less the amount of the Primary Purchase Price counted towards the Minimum Available Acquiror Cash Amount pursuant to clause (i) above, at which point the condition set forth in Section 10.3(c10.3(d) shall be satisfiedsatisfied (the amount as calculated by adding the Trust Amount, the Additional Holder Equity Amount (if any) and the Investment Amount, the “Available Acquiror Cash”). Without limiting the foregoing, if the Available Acquiror Cash is reasonably expected to be less than $200,000,000, then the Holder and its Affiliates shall be entitled to purchase, or arrange for the purchase by third Persons of, additional shares of Acquiror Common Stock at a price per share of $10.00 in an aggregate amount such that the Available Acquiror Cash is, at or immediately prior to the Closing, equal to at least $200,000,000 after giving effect to such purchases, and such purchases made pursuant to this sentence shall be added to the definition and amount of Available Acquiror Cash including for purposes of Section 10.3(d). Acquiror shall reasonably cooperate with and shall take all actions reasonably required to effect the foregoing, including, without limitation, by issuing additional shares of Acquiror Common Stock. (b) Upon satisfaction or waiver of the conditions set forth in Article X and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (Aa) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bb) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders Shareholders pursuant to the Acquiror Share Redemptions, and (2) immediately thereafter, pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash and cash equivalents, determined in accordance with GAAP, available in the Trust Account as of immediately prior to the Effective Time and Closing, after (x) deducting the amount amounts required to satisfy the Acquiror Share SPAC Stockholder Redemption Amount (the “Trust Amount, (y”) the payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment of the Acquiror Transaction Expenses, Unpaid SPAC Expenses (but prior to payment of the Unpaid Company Expenses as contemplated by Section 12.62.04(d) and Section 9.06(a)), plus (ii) the aggregate amount actually received at or prior to the Closing from the PIPE Investment Amount Investors in connection with the PIPE Investment, plus (iii) the amount of any backstop financing received by SPAC prior to the Effective Time, plus (iv) as of immediately prior to the Closing, the amount of cash and cash equivalents, determined in accordance with GAAP, held by SPAC without restriction outside of the Forward Purchase AmountTrust Account and any interest earned on the amount of cash, determined in accordance with GAAP, held inside the Trust Account minus all Indebtedness or other accrued payment obligations which in each casecase do not constitute Unpaid SPAC Expenses (the “Additional SPAC Cash”, as actually received by Acquiror prior to or substantially concurrently with the Closing (and the sum of the amounts set forth in the foregoing clauses (i) and ), (ii), (iii) and (iv), without duplication, the “Available Acquiror CashTotal Cash Raise”) is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 300,000,000.00 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c7.03(c) shall be satisfied. (b) Upon satisfaction or waiver of the conditions set forth in Article X VII and provision of notice thereof to the Trustee (which notice Acquiror SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror SPAC (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror SPAC Stockholders pursuant to the Acquiror Share SPAC Stockholder Redemptions, (2) pay the Unpaid Transaction Expenses in accordance with Section 2.04 as directed by the Company, and (23) pay all remaining amounts then available in the Trust Account to Acquiror SPAC for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to following the Effective Time and Acquiror Shareholder Meeting, after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, Amount (y) the but prior to payment of (x) any deferred underwriting commissions being held in the Trust Account Account, and (zy) the payment any Transaction Expenses or transaction expenses of the Acquiror Transaction Expenses(including transaction expenses incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf), as contemplated by Section 12.611.6), (the “Trust Amount”), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing Closing, plus (iii) the Available Credit Amount, plus (iv) the Available Cash Amount (the sum of (i), (ii), (iii) and (iiiv), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 320,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.3(d) shall be satisfied; provided that, in each case, the parties to this Agreement do not have any intention as of the Effective Time to use, or to cause to be used, any amount of such Available Acquiror Cash to effect any additional repurchase, redemption or other acquisition of outstanding shares of Acquiror Common Stock within the six (6)-month period after the Closing. (b) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (Aa) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bb) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to the shareholders of Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to the Effective Time and after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, (y) the payment of any deferred underwriting commissions being held Unpaid Acquiror Expenses and the Deducted Company Transaction Expenses Amount, in the Trust Account and (z) the payment each case, as of the Acquiror Transaction Expensesdate of the written statement delivered pursuant to Section 2.4(c), as contemplated by Section 12.6(the “Trust Amount”), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (including in connection with Section 7.2(b)), plus (iii) the aggregate gross proceeds received or will be received by Acquiror or the Company or any of their Subsidiaries pursuant to any agreement or arrangement entered into prior to or substantially concurrently with the Closing in connection with the issuance or other grant of any interests of Acquiror, the Company or any of their respective Subsidiaries, including for the avoidance of doubt, the Series B Company Convertible Notes (the sum of (i) and through (iiiii), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 25,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.3(c) shall be satisfied. (b) If the Available Cash is less than the Minimum Available Cash Amount after the Acquiror Share Redemptions, then, at or prior to the Closing, Acquiror shall, with the written consent of the Company, notwithstanding anything contained herein to the contrary, have the right (but not the obligation) to purchase or sell to any other person additional Acquiror Common Shares at a price per share not less than the Acquiror Share Value up to an amount that would result in the Available Cash being at least equal to the Minimum Available Cash Amount. (c) In addition to the PIPE Investments contemplated by the Company and Acquiror pursuant to Section 7.2(b), subject to receipt of the written consent of the Company with respect to such additional PIPE Investments, Acquiror shall be permitted to enter into subscription agreements with a financing source or sources relating to additional PIPE Investments with respect to a private placement of Acquiror Common Shares, debt securities, convertible equity securities (including, for the avoidance of doubt, options and warrants) or preferred equity securities of Acquiror, which such subscription agreements shall, upon execution, be deemed PIPE Subscription Agreements. (d) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to following the Effective Time and Bright Lights Shareholder Meeting, after (x) deducting the amount required to satisfy the Acquiror Bright Lights Share Redemption Amount, Amount (y) the but prior to payment of (x) any deferred underwriting commissions being held in the Trust Account Account, and (zy) the payment any Transaction Expenses or transaction expenses of the Acquiror Transaction ExpensesBright Lights (including transaction expenses incurred, accrued, paid or payable by Bright Lights’ Affiliates on Bright Lights’ behalf), as contemplated by Section 12.611.6), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually expected to be received by Acquiror ParentCo prior to or substantially concurrently with the Closing, plus (iii) the aggregate proceeds of any other equity financing of Bright Lights or ParentCo entered into between the date hereof and Closing (the sum of (i) and (ii), the “Available Acquiror Bright Lights Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 75,000,000 (the “Minimum Available Acquiror Bright Lights Cash Amount”), then the condition set forth in Section 10.3(c9.3(c) shall be satisfied. Notwithstanding the foregoing, Sponsor or any of its or its member’s affiliates shall have the right, but not the obligation, prior to the Closing to acquire common stock of ParentCo (on the same terms and conditions as set forth in the Subscription Agreements) and the proceeds of such acquisition shall constitute additional Available Bright Lights Cash for purposes of this Section 7.2(a). (b) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (which notice Acquiror Bright Lights shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror the Surviving Corporation (Aa) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bb) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders Bright Lights Shareholders pursuant to the Acquiror Bright Lights Share Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror the Surviving Corporation for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Trust Account Proceeds and Related Available Equity. (a) If (i) the amount of cash available in the Trust Account immediately prior to following the Effective Time and Acquiror Shareholders’ Meeting, after (x) deducting the amount required to satisfy the Acquiror Share Redemption Amount, transaction expenses of Acquiror (y) including transaction expenses incurred, accrued, paid or payable by Acquiror’s Affiliates on Acquiror’s behalf), as contemplated by Section 11.6, and the payment of any deferred underwriting commissions being held in the Trust Account and (z) the payment of the Acquiror Transaction Expenses, as contemplated by Section 12.6“Trust Amount”), plus (ii) the PIPE Investment Amount and the Forward Purchase Amount, in each case, as actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”) ), is equal to or greater than one hundred seventy-five million Dollars ($175,000,000) 200,000,000 (the “Minimum Available Acquiror Cash Amount”), then the condition set forth in Section 10.3(c9.1(h) shall be satisfied. If, after the deadline for Acquiror Share Redemptions has passed in connection with the Acquiror Shareholders’ Meeting, the sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is reasonably expected to be less than the Minimum Available Acquiror Cash Amount, then, at or prior to the Closing, Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands, and its Affiliates (collectively, “VIL”) shall have the right (but not the obligation) to purchase up to $100,000,000.00 of additional shares of Acquiror Common Stock at a price per share of $10.00 (the dollar value of such purchase, the “Additional Equity Amount”) upon written notice to Acquiror within two (2) Business Days following the deadline for the Acquiror Share Redemptions. If VIL elects to purchase such additional shares and the aggregate of the Trust Amount after the deadline for the Acquiror Share Redemptions, the PIPE Investment Amount and the Additional Equity Amount equal or exceed the Minimum Available Acquiror Cash Amount, then, subject to the terms of this Agreement, the condition set forth in Section 9.1(h) shall be deemed satisfied (and any Additional Equity Amount shall be added to the definition of the “Available Acquiror Cash”). The rights of VIL to purchase additional shares of Acquiror Common Stock pursuant to this Section 7.2(a) shall be subject to the occurrence of the Closing. In connection with the foregoing, the Acquiror shall use its commercially reasonable efforts to enter into agreements with VIL in substantially the same form and on substantially the same terms as the PIPE Subscription Agreements and shall otherwise reasonably cooperate with VIL in connection with the purchase of such shares of Acquiror Common Stock. (b) Upon satisfaction or waiver of the conditions set forth in Article X IX and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (Aa) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (Bb) shall use its commercially reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders shareholders pursuant to the Acquiror Share Redemptions, and (2) immediately thereafter, pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.