Common use of Unwind Clause in Contracts

Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPO, the Parties would not have executed and delivered this Agreement or contemplated completing the Merger. As a consequence, in the event the Merger closes but the effective time of the SPAC Merger or IPO does not occur by December 15, 2021, the Parties intend, for all legal and Tax purposes, to rescind the Merger (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the Merger. To allow for the Rescission, the Parties agree that the Surviving Entity will operate independently to the extent reasonably possible from the date hereof until the SPAC Merger or IPO occurs. In the event the closing of a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings learns prior to that time that the SPAC Merger or IPO will not occur, Holdings will give prompt written notice to the Surviving Entity’s board of directors. Upon receipt of such notice, the Parties agree to execute all documents and take all necessary actions and consummate all necessary transactions to accomplish the Rescission for legal and Tax purposes by restoring the Parties to the position, or as close as possible to the position, they would have been in had the Merger not been consummated; which may include the return of cash payments and Promissory Notes, repurchase of assets and re-issuance of membership interests. The Parties further agree that in the event the Rescission occurs, for Tax purposes, they will take (and will use their reasonable best efforts to cause the former Target Company Members to take) the position that the Merger and the Rescission had not occurred. Each Party (and each of the former Target Company Members) shall be solely responsible for all costs incurred by such Party (or such the former Target Company Member) as part of the Rescission process.

Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPOMerger, the Parties would not have executed and delivered this Agreement or contemplated completing the MergerTransaction. As a consequence, in the event the Merger Transaction closes but the effective time of the SPAC Merger or IPO does not occur by December 15, 2021, the Parties intend, for all legal and Tax purposes, to rescind the Merger Transaction (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the MergerTransaction. To allow for the Rescission, the Parties agree that the Surviving Entity Target Company will operate independently to the extent reasonably possible from the date hereof until the SPAC Merger or IPO occurs. In the event the closing of a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings or Bxxxx learns prior to that time that the SPAC Merger or IPO will not occur, Holdings and Buyer will give prompt written notice to the Surviving EntityTarget Company’s board of directors. Upon receipt of such notice, the Parties agree to execute all documents and take all necessary actions and consummate all necessary transactions to accomplish the Rescission for legal and Tax purposes by restoring the Parties to the position, or as close as possible to the position, they would have been in had the Merger Transaction not been consummated; which may include the return of cash payments and Promissory Notes, repurchase of assets and re-issuance of membership interestsstock. The Parties further agree that in the event the Rescission occurs, for Tax purposes, they will take (and will use their reasonable best efforts to cause the former Target Company Members to take) the position that the Merger Transaction and the Rescission had not occurred. Each Party (and each of the former Target Company Members) shall be solely responsible for all costs incurred by such Party (or such the former Target Company Member) as part of the Rescission process.

Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPO, the Parties would not have executed and delivered this Agreement or contemplated completing the Merger. As a consequence, in the event the Merger closes but the effective time of the SPAC Merger or IPO does not occur by December 15, 2021, the Parties intend, for all legal and Tax purposes, to rescind the Merger (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the Merger. To allow for the Rescission, the Parties agree that the Surviving Entity will operate independently to the extent reasonably possible from the date hereof until the SPAC Merger or IPO occurs. In the event that the Commitment is paid by the Investor under the Purchase Agreement or otherwise but (i) the Closing fails to occur within 15 Business Days after the Payment Date (such 15th Business Day, the “Closing Deadline”) in accordance with the Merger Agreement, or at such earlier time as the Merger Agreement is terminated in accordance with its terms, or (ii) any of the closing deliverables and the deliverables upon the Closing under the Purchase Agreement in each case due from Issuer or Parent or any of a SPAC Merger or IPO does their respective Affiliates is not occur by December 15, 2021, or Holdings learns prior to that time that the SPAC Merger or IPO will not occur, Holdings will give prompt written notice delivered to the Surviving Entity’s board Investor by the Closing Deadline, then (A) Issuer, Parent and the Founder shall promptly cause the amount of directors. Upon receipt the Commitment to be returned to a bank account designated by the Investor in immediately available funds without any deduction or set-off within one Business Day after the earlier of the expiration of the Closing Deadline and such noticetermination of the Merger Agreement, which shall be deemed as a full payment of the Parties agree to execute all documents and redemption price for the redemption of the Equity Securities of Parent purchased by the Investor or full repayment of the Notes, as applicable, (B) the Investor shall surrender the relevant share certificate(s) or Notes, as applicable, in their entirety, (C) the parties shall take all necessary actions and consummate execute all necessary transactions documents to accomplish put the Rescission for legal and Tax purposes by restoring parties in the Parties position they were in prior to the positionPayment Date (the “Unwind”), and (D) in the case of the Unwind that is triggered by item (ii) above, the Founder shall also pay or as close as possible cause to be paid to the positionInvestor at the same time as the Commitment is required to be returned pursuant to the foregoing an indemnity in an amount of US$25,000,000. Upon the Unwind, they would this Agreement shall be deemed to have been terminated except for Section 1 (Unwind) and Section 10 (Application of Equity Commitment Letter) and, and the security created in had connection with the Merger not been consummated; which may include Purchase Agreement shall be fully released and discharged if and to the return extent that the each of cash payments Issuer and Promissory Notes, repurchase of assets the Founder has duly and re-issuance of membership interestsirrevocably discharged his/its obligations pursuant to this Section 1. The Parties Founder has carefully read and considered this Section 1 and, having done so, hereby agrees that the provisions set forth in Section 1 are fair and reasonable and are necessary and required for the protection of the interests of the Investor and its Affiliates and the payment of the indemnity is fair and reasonable in light of the anticipated harm that would ensue from any breach based on a reasonable estimate of the loss to the Investor and further acknowledge and agree that in the event the Rescission occurs, for Tax purposes, they will take (and will use their reasonable best efforts to cause the former Target Company Members to take) the position that the Merger and the Rescission had such payment of indemnity is not occurred. Each Party (and each of the former Target Company Members) shall be solely responsible for all costs incurred by such Party (or such the former Target Company Member) as part of the Rescission processa penalty.

Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPO, the Parties would not have executed and delivered this Agreement or contemplated completing the Merger. As a consequence, in the event the Merger closes but the effective time of the SPAC Merger or IPO does not occur by December 15, 2021, the Parties intend, for all legal and Tax purposes, to rescind the Merger (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the Merger. To allow for the Rescission, the Parties agree that the Surviving Entity will operate independently to the extent reasonably possible from the date hereof until the SPAC Merger or IPO occurs. In the event the closing of a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings learns prior to that time that the SPAC Merger or IPO will not occur, Holdings will give prompt written notice to the Surviving Entity’s board of directors. Upon receipt of such notice, the Parties agree to execute all documents and take all necessary actions and consummate all necessary transactions to accomplish the Rescission for legal and Tax purposes by restoring the Parties to the position, or as close as possible to the position, they would have been in had the Merger not been consummated; which may include the return of cash payments and Promissory Notespayments, repurchase of assets and re-issuance of membership interestsstock. The Parties further agree that in the event the Rescission occurs, for Tax purposes, they will take (and will use their reasonable best efforts to cause the former Target Company Members Stockholders to take) the position that the Merger and the Rescission had not occurred. Each Party (and each of the former Target Company MembersStockholders) shall be solely responsible for all costs incurred by such Party (or such the former Target Company MemberStockholder) as part of the Rescission process.

Unwind. The Parties acknowledge that but for the anticipated SPAC Merger or IPO, the Parties would not have executed and delivered this Agreement or contemplated completing the Merger. As a consequence, in the event the Merger closes but the effective time of the SPAC Merger or IPO does not occur by December 15, 2021, the Parties intend, for all legal and Tax purposes, to rescind the Merger (the “Rescission”) and to put the Parties to where they would have been had they not executed and delivered this Agreement and consummated the Merger. To allow for the Rescission, the Parties agree that the Surviving Entity will operate independently to the extent reasonably possible from the date hereof until the SPAC Merger or IPO occurs. In the event the closing of a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings learns prior to that time that the SPAC Merger or IPO will not occur, Holdings will give prompt written notice to the Surviving Entity’s board of directors. Upon receipt of such notice, the Parties agree to execute all documents and take all necessary actions and consummate all necessary transactions to accomplish the Rescission for legal and Tax purposes by restoring the Parties to the position, or as close as possible to the position, they would have been in had the Merger not been consummated; which may include the return of cash payments and Promissory Notes, repurchase of assets and re-issuance of membership interestsstock. The Parties further agree that in the event the Rescission occurs, for Tax purposes, they will take (and will use their reasonable best efforts to cause the former Target Company Members Stockholders to take) the position that the Merger and the Rescission had not occurred. Each Party (and each of the former Target Company MembersStockholders) shall be solely responsible for all costs incurred by such Party (or such the former Target Company MemberStockholder) as part of the Rescission process.

Unwind. The Parties acknowledge that but for During the anticipated SPAC Merger or IPOfirst 18 months immediately subsequent to Closing (the “Unwind Period”), if the Parties would not have executed and delivered Seller terminates this Agreement or contemplated completing Rxxxx Xxxxxxx terminates the Merger. As Consulting Agreement due to a consequencebreach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement or the event Consulting Agreement in any material respect, then all the Merger closes but Purchased Assets shall revert back to Seller and Buyer shall execute all documents necessary to effect the effective time unwind of the SPAC Merger or IPO does not occur by December 15, 2021, transactions contemplated hereby and the Parties intend, for all legal and Tax purposes, return of the Purchased Assets to rescind the Merger Seller (the “RescissionUnwind”). For the purposes of this Section 9.03, any of the following shall be considered to be a material breach by Buyer: (i) and failure to put the Parties to where they would have been had they fund not executed and delivered this Agreement and consummated the Merger. To allow less than $100,000 a month for 12 months for the Rescission, the Parties agree that the Surviving Entity will operate independently operations related to the extent reasonably possible from Business as requested; and (ii) failure to use all commercially reasonable efforts of Buyer and its staff (other than Rxxxx Xxxxxxx) advance the date hereof until RCS systems. Buyer agrees that it shall not permit or suffer to exist a lien on the SPAC Merger or IPO occurs. In intellectual property of the event the closing of Business, unless it escrows with a SPAC Merger or IPO does not occur by December 15, 2021, or Holdings learns third party prior to the imposition of any such lien pursuant to an escrow agreement in form and substance reasonably acceptable to Seller $500,000 for the purpose of repaying the indebtedness to which the lien relates while that time that lien exists on the SPAC Merger or IPO will not occurintellectual property of the Business, Holdings will give prompt written notice to the Surviving Entity’s board of directors. Upon receipt of such notice, the Parties agree to execute all documents and take all necessary actions and consummate all necessary transactions to accomplish the Rescission for legal and Tax purposes by restoring the Parties to the position, or as close as possible to the position, they would have been in had the Merger not been consummated; which may include the return of cash payments and Promissory Notes, repurchase of assets and re-issuance of membership interests. The Parties further agree that in the event the Rescission occurs, for Tax purposes, they of an Unwind Buyer will take (prompt action to remove any and will use their reasonable best efforts all liens placed on the Purchased Assets reverting back to cause Seller, including, as necessary, repaying any indebtedness related thereto to secure such release of liens. In addition, during the former Target Company Members Unwind Period, Buyer shall not sell, assign or transfer to take) any other party the position that the Merger and the Rescission had not occurred. Each Party (and each operation, distribution channel or any other significant segments of the former Target Company Members) Business without prior written approval of the Seller. A duly executed Bill of Sale, in substantially in the form of Exhibit E hereto (the “Bill of Sale”), shall be solely responsible for all costs incurred by such Party (or such placed in escrow prior to the former Target Company Member) as part Closing with a third party pursuant to an escrow agreement in form and substance reasonably acceptable to Seller and Buyer, to facilitate the implementation of the Rescission process.any Unwind pursuant to this Section 9.03