Common use of Closing Clause in Contracts

Closing. The closing of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, and immediately prior to, with such Closing occurring substantially concurrently with (but not before) the consummation of the TransactionTransactions and subject to the terms and conditions of this Subscription Agreement. Upon The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (ib) satisfaction of Promptly before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of Company. No later than one Business Day prior to the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to provide the Company on or prior to the closing date specified Pricing Date Notice as defined in the Closing Notice Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the “Expected Closing Date”; Forward Purchase Agreement as it relates to Additional Shares, for the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in certificated or book entry form to 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 Subscriber (or to a its nominee or custodian designated in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as applicable. promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the closing consummation of the Transaction Transactions does not occur within ten (10) two Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company Company, shall promptly (but in no event later than ten (10) three Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount to the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2 following the Company’s delivery to the Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. The closing consummation of the sale of the Shares and Warrants (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to will take place concurrently with the closing of the “Stem Cell Transaction.” The Stem Cell Transaction means a transaction among the Company, BioTime, Inc. (“BioTime”), and Geron Corp. (“Geron”) pursuant to be satisfied on a date that is which Geron and BioTime will contribute certain assets to the Company in exchange for shares of Company common stock, and in the case of the BioTime, warrants of the same tenor as the Warrants being purchased by Purchaser under this Agreement, as set forth in an Asset Contribution Agreement among the Company, BioTime and Geron. (a) The Company shall give Purchaser not less than two five (25) Business Days from the date business days prior notice of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the will take place (“Closing Date”) ). On the Subscription Amount Closing Date, Purchaser shall purchase all 2,136,000 Shares and 350,000 Warrants and shall pay to the Company, by wire transfer of United States dollars in immediately available funds to the an account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the SubscriberCompany, as applicablethe full purchase price of such Shares and Warrants. In On the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount will issue to the Subscriber Purchaser the Shares and Warrants purchased. (b) The issue of the Shares purchased may be, at the election of the Company, by wire book entry of such Shares purchased, in the name of the Purchaser, on the records of the transfer agent of United States dollars the Shares or by a stock certificate in immediately available funds the name of the Purchaser for the number of Shares purchased. Warrants purchased shall be delivered to the account specified Purchaser upon the Closing Date, along with a copy of the Warrant Agreement governing the Warrants executed by the Subscriber, Company. (c) The Closing of the sale of the Shares and any book entries Warrants shall be deemed cancelled. Notwithstanding such return or cancellation, subject to the following conditions: (Ai) a failure to close The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on the Expected Closing Date shall not, by itself, be deemed to be a failure date of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and the Company shall have complied in all material respects with its covenants required to have been performed as of the date of Closing; (Bii) No event shall have occurred that has had, or is reasonably expected to have, a Material Adverse Effect; (iii) No litigation or other proceeding of any kind to enjoin, delay, prohibit or restrict the Subscriber consummation of the sale of the Shares and Warrants under this Agreement, or the Stem Cell Transaction shall still be obligated pending, and there shall be no judgment, order or writ of any court or government authority in effect prohibiting or restricting the consummation of the of the sale of the Shares and Warrants under this Agreement, or consummation of the Stem Cell Transaction by any party; (iv) The Asset Contribution Agreement shall not have been amended in any material respect from the date of its execution by the parties thereto, and neither BAC nor BioTime shall have waived any material condition to their respective obligations to consummate the Closing upon Stem Cell Transaction under the Asset Contribution Agreement, except for such amendments or waivers as Purchaser shall have approved in writing; provided, that such approval by Purchaser shall not to be unreasonably withheld or delayed; and (Iv) satisfaction The Stem Cell Transaction shall have closed or shall close concurrently with the Closing. (d) As used in this Agreement, “Material Adverse Effect” shall mean any change that does, or would be reasonably expected to, have a material adverse effect on the business, operations, financial condition, or assets of the Company on a consolidated basis, provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) any adverse effect resulting from or arising out of the announcement, pendency, or consummation of the transactions contemplated by this Agreement or the Stem Cell Transaction; (b) any adverse effect resulting from or arising out of general economic conditions; (c) any adverse effect resulting from or arising out of general conditions set forth in Section 3 below the industries in which the Company or Geron operates; (d) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; and (IIe) any adverse effect resulting from or arising out of any changes in any law, statute, rule or regulation, or the Company’s delivery to the Subscriber of a new Closing Noticejudicial or administrative interpretation thereof, or any change in generally accepted accounting principles.

Closing. The closing of for the purchase and sale of Shares (the “Closing”) contemplated under this Agreement each Mortgage Loan Package shall occur take place on the date ofrelated Closing Date. At the Purchaser's option, and immediately prior to, the consummation of the Transaction. Upon each Closing shall be either (i) satisfaction of by telephone, confirmed by letter or wire as the conditions set forth in Section 3 below and parties shall agree, or (ii) written notice from conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions: (or on behalf of1) the Company at least two Business Days prior to the Subscriber (the “related Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeDate, the Subscriber Seller shall deliver to the Company on or prior Purchaser via electronic medium acceptable to the Purchaser, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (2) all of the representations and warranties of the Seller under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (3) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing date documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Closing Notice Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (4) the “Expected Closing Date”Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (5) all other terms and conditions of this Agreement and the date on which related Purchase Price and Terms Agreement shall have been complied with. Subject to the Closing actually occursforegoing conditions, the “Purchaser shall pay to the Seller on the related Closing Date”) Date the Subscription Amount Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSeller.

Closing. a. The closing of the sale sale, purchase and issuance of Shares (the Securities contemplated hereby ( the “Closing”) contemplated under this Agreement shall occur on no later than the next business day after the date ofand time at which the Securities and Exchange Commission (the “SEC”) declares the Registration Statement on Form S-4 of TLG Acquisition One Corp. (“New Parent”) effective (the “Closing Date”); provided, and immediately prior tohowever, that, notwithstanding anything to the contrary herein, the consummation of Investor may, in its sole discretion, determine not to proceed with the Transaction. Upon Closing, in which case the Subscription Amount shall not be due and no Securities shall be issued in connection with the Closing. b. On the Closing Date, upon (i) satisfaction or waiver of the conditions set forth in Section 3 below and (ii) delivery of written notice from (or on behalf of) the Company Issuer to the Subscriber Investor (the a “Closing Notice”) that the Company reasonably expects all conditions with respect to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeClosing, the Subscriber Investor shall deliver to the Company on or prior to the closing date specified in the Closing Notice Issuer (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”i) the Subscription Amount (x) by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company Issuer in the Closing Notice, to be held in escrow until the Closing and/or (y) cancellation or conversion of indebtedness of the Issuer, and (ii) any other information that is reasonably requested in the Closing Notice against delivery in order for the Issuer to issue the Investor’s Securities, including, without limitation, the legal name of the Shares person whose name such Securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. At the Closing, the Issuer shall issue a number of Securities to the Investor corresponding to the Subscription Amount and subsequently cause the Securities to be registered in certificated or book entry form to form, free and clear of any liens (other than those arising under this Agreement or any applicable securities laws) in the Subscriber name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the SubscriberInvestor, as applicable. In , on the event Issuer’s securities register, the closing Issuer shall cause to be delivered to the Investor evidence from the Issuer’s transfer agent evidencing the issuance to the Investor of such Securities (in book entry form) on and as of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return and the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified shall be released from escrow automatically and without further action by the SubscriberIssuer or the Investor. For purposes of this Agreement, and “business day” shall mean any book entries shall be deemed cancelled. Notwithstanding such return day other than (a) any Saturday or cancellationSunday or (b) any other day on which banks located in New York, (A) a failure to close on the Expected Closing Date shall not, New York are required or authorized by itself, be deemed applicable law to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticeclosed for business.

Closing. The closing of the sale of Shares (the “Closing”) contemplated under this Agreement of the purchase and sale of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 5800, Chicago, Illinois, as soon as possible, but in no event later than the first (1st) Business Day of the first full calendar month following the Satisfaction Date; provided that if such date is less than three (3) Business Days from the date all such conditions are so satisfied or waived, then the Closing shall occur on the date of, and immediately prior to, the consummation first (1st) Business Day of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below second full calendar month following such date, or such other date or location as Buyer and (ii) written notice from (or on behalf of) the Company to the Subscriber Seller may mutually determine (the “Closing NoticeDate”) that ). The Closing shall be deemed to have been consummated at 12:01 a.m. on the Company reasonably expects all conditions to the closing first calendar day of the Transaction calendar month in which the Closing occurs (the “Effective Time”). The following deliveries shall be made prior to be satisfied on a date that is or at the Closing: (a) Seller shall prepare and, not more than ten (10) nor less than two (2) Business Days from prior to the date Closing Date, deliver to Buyer an estimate, prepared in good faith, of the Closing NoticeNet Working Capital, together with reasonably detailed supporting documentation, including the Subscriber calculation by Seller of the Initial Cash Consideration and the Initial Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Initial Closing Statement”). (b) Buyer shall deliver to Seller the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars Initial Cash Consideration in immediately available funds by wire transfer to an account or accounts designated by Seller, by written notice to Buyer, which written notice shall be delivered not later than two (2) Business Days prior to the account specified by Closing Date; (c) Buyer shall issue and deliver to Seller the Company certificates evidencing the Stock Consideration (or at Seller’s direction, in the Closing Notice against delivery of the Shares in non-certificated or book book-entry form to Seller’s designated account); (d) Seller and Buyer shall deliver to each other duly executed counterparts to each of the Subscriber or Transaction Documents (other than this Agreement) to a custodian designated by the Subscriberwhich they are party; (e) Equity Sellers and Buyer shall deliver to each other, as applicable. In , the event Mexican Purchased Subsidiary Transfer Documents; (f) Equity Sellers and Buyer shall deliver to each other, as applicable, the closing Chinese Purchased Subsidiary Transfer Documents; (g) Seller shall deliver all instruments and documents necessary to release any and all material Liens for Indebtedness on the Purchased Assets, other than the Permitted Liens, including appropriate UCC financing statement amendments (termination statements); and (h) Seller shall deliver to Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets and to evidence Buyer’s assumption of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeAssumed Liabilities.

Closing. The closing for the purchase and sale of the sale of Shares (the “Closing”) contemplated under this Agreement each Mortgage Loan Package shall occur take place on the date ofrelated Closing Date. At the Purchaser's option, and immediately prior toeach Closing shall be either: by telephone, confirmed by letter or wire as the consummation parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the Transaction. Upon following conditions: (i) satisfaction of at least two Business Days prior to the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) related Closing Date, the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or prior before each Closing Date shall have been complied with. Subject to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursforegoing conditions, the “Purchaser shall pay to the Sellers on the related Closing Date”) Date the Subscription Amount Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon Not less than three (i3) satisfaction Business Days prior to the anticipated closing date of the conditions set forth in Section 3 below and Transaction (ii) the “Closing Date”), the Company shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Funding Notice”) that the Company reasonably expects all conditions to the closing of the Transaction anticipated Closing Date, the Applicable Purchase Price for the Shares and instructions for wiring the Applicable Purchase Price for the Shares. For the purposes hereof, “Business Day” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to be satisfied close. No later than 5:00 PM EST on a the date that is not less than two (2) Business Days from prior to the date anticipated Closing Date (and, in any event, no more than one (1) Business Day following the Company’s provision of the Closing NoticeFunding Notice pursuant to this Section 3.1), the Subscriber shall deliver to the Company on or prior to the closing date specified in Applicable Purchase Price for the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Funding Notice, such funds to be held by the Company in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Company shall deliver to Subscriber the Shares in certificated book-entry form, in the name of Subscriber (or book entry form to the Subscriber its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction Business Combination does not occur within ten (10) Business Days of on the Expected Closing Date, the Company shall promptly (but no not later than ten two (102) Business Days thereafter) return the Subscription Amount Applicable Purchase Price to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.

Closing. 8.1 The closing of the purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Vancouver, British Columbia. 8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the “ClosingOption Closing Date”) contemplated under this Agreement ), which may be the same as the Closing Date but shall occur on in no event be earlier than the date ofClosing Date, and immediately prior to, nor less than three nor more than five business days after the consummation giving of the Transaction. Upon notice hereinafter referred to (i) satisfaction of provided that if the conditions set forth in Section 3 below and (ii) written Option Closing Date is the same as the Closing Date, such notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to may be satisfied on a date that is given not less than two (2) Business Days business days prior to the Option Closing Date), as shall be specified in a written notice from the date Lead Underwriter, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Vancouver, British Columbia. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing NoticeTime on the Option Closing Date. 8.3 At the Closing Time, the Subscriber Corporation shall deliver to CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Company Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as the Lead Underwriter may notify the Corporation not less than two business days before the Closing Date. The Lead Underwriter, on or prior behalf of the Underwriters, shall furnish to CDS not less than two business days before the Closing Date, a breakdown of the number of Firm Shares to be allocated in the book-based system of CDS to the closing date specified Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the Closing Notice (book-based system. The delivery of the “Expected Closing Date”; Firm Shares in electronic or certificated form to CDS shall be made against payment by the date on which Underwriters to the Closing actually occursCorporation of the aggregate purchase price, net of the “Closing Date”) Underwriting Fee, for the Subscription Amount Firm Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company as set forth in the Closing Notice against delivery section 8.4. 8.4 Payment of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing amount of the Transaction does not occur within ten (10) Business Days aggregate purchase price for the Purchased Shares, net of the Expected Closing DateUnderwriting Fee and expenses in accordance with section 12.1, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber be effected by wire transfer of United States dollars in immediately available funds Canadian dollars payable to the account specified by Corporation or as the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, Corporation may otherwise direct the Underwriter in writing not later than 2:00 p.m. (AVancouver time) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate third business day immediately preceding the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeDate.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), which closing shall occur on the date ofsame day, and immediately prior tosubstantially concurrent with, the consummation of Acquisition Closing; provided that the TransactionClosing shall occur no earlier than immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) (the “Transaction Closing Date”). Upon Not less than ten (i10) satisfaction of business days prior to the conditions set forth in Section 3 below and (ii) anticipated Transaction Closing Date, the Issuer shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that of such anticipated Transaction Closing Date and the Company reasonably expects all conditions to the closing Closing Date. Subscriber shall deliver, as promptly as practicable following receipt of evidence of issuance of the Transaction to be satisfied Shares described below, on a date that is not less than two (2) Business Days from the date of the Closing Notice, Date the Subscriber shall deliver to Purchase Price for the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice against Notice. On the Closing Date immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) and prior to the delivery of the Purchase Price for the Shares by the Subscriber, the Issuer shall deliver to Subscriber (1) the Shares in certificated or book entry form to form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date (it being understood that the delivery of items (1) and (2) as described in this sentence shall be a condition precedent to Subscriber’s obligation to deliver the Purchase Price). In the event that the Subscriber has not delivered the Purchase Price to the Issuer’s bank account specified in the Closing Notice within one (1) business day of such funding having been initiated in accordance with this agreement (or if such Subscriber has not initiated funding of the Purchase Price within one (1) business day of the Closing), any book entries in the name of Subscriber shall be deemed cancelled. 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, the Cayman Islands or Singapore are authorized or required by law to close. In the event the closing of the Transaction Closing Date does not occur within ten two (102) Business Days of business days after the Expected expected Transaction Closing Date, the Company Issuer shall promptly (but no not later than ten two (102) Business Days business days thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book entries in the name of Subscriber shall be deemed cancelled. Notwithstanding ; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of funds shall not terminate this Subscription Agreement or cancellation, (A) a failure relieve Subscriber of its obligation to close on purchase the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate Shares at the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeNotice in accordance with the terms of this Section 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.]

Closing. The closing of the sale of the Equity Support Shares contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date of, (the “Closing Date”) and immediately prior to, is expected to occur substantially concurrently with the consummation of Transaction Closing. Subject to the Transaction. Upon (i) satisfaction or waiver of the conditions set forth in this Section 2 and in Section 3 below and (ii) below, upon delivery of written notice from (or on behalf of) the Company Issuer to the each Subscriber (the “Closing Notice”) ), that the Company Issuer reasonably expects all conditions to the closing of the Transaction Closing to be satisfied or waived on a date an expected Closing Date that is not less than two ten (210) Business Days business days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursNotice is delivered to the Subscribers, each Subscriber shall deliver to the Collateral Account, on the expected Closing Date specified in the Closing Notice, the amount equal to (x) the number of its Equity Support Shares, multiplied by (y) the Per Share Subscription Price (as applicable to such Subscriber, the “Closing DateSubscription Amount”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified Collateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Subscription Amount to the Collateral Account, the Issuer shall have made (i) the Collateral Account Deposit minus the Subscription Amount (as evidenced by a statement from the Collateral Account issued by the Company Securities Intermediary) and (ii) have paid or caused to be paid to each Subscriber an amount in USD (the “Option Premium”) equal to the product of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000, based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount, as set forth in Schedule B (the “Option Premium Payment”). On the Closing Notice against delivery Date and prior to the release of the Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in certificated or book entry form in the name of such Subscriber on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Equity Support Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly to the Collateral Account (less, for the avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be paid to each Subscriber the Option Premium Payment. For purposes of this Equity Support 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, each Subscriber shall deliver to the Issuer a custodian designated by the Subscriber, as applicableduly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the closing consummation of the Transaction does not occur within ten two (102) Business Days of business days after the Expected Closing DateDate under this Equity Support Agreement, the Company Issuer shall promptly (but no not later than ten two (102) Business Days business days thereafter) return the Subscription Amount to the each Subscriber by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the such Subscriber, and any book entries for the Equity Support Shares shall be deemed repurchased and cancelled. Notwithstanding ; provided that, unless this Equity Support Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Equity Support Agreement or cancellation, (A) a failure relieve any Subscriber of its obligation to close on purchase the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to Equity Support Shares at the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transaction (the “Closing Date”), and immediately prior to, to or substantially concurrently with the consummation of the Transaction. Upon . (ib) satisfaction of At least one (1) Business Day before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two one (21) Business Days from Day prior to the date of anticipated Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to the Company on or prior to Purchase Price for the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Warrants by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, such funds to be held by the Company in escrow or a segregated account until the Closing. Upon satisfaction (or, if applicable, waiver) of the Shares conditions set forth in certificated this Section 2, the Company shall deliver to Subscriber at the Closing a Common Stock Purchase Warrant representing the Subscribed Warrants in the form of Annex B hereto, free and clear of any liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights or book entry form to other restrictions (other than those arising under this Subscription Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or to a its nominee or custodian designated in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber, as applicable). In the event that the closing consummation of the Transaction does not occur within ten one (101) Business Days of Day after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than ten two (102) Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by Subscriber to the Subscriber Company by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and the Common Stock Purchase Warrants and any book entries records of the Subscribed Warrants on the Company’s books and records shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2. For the Company’s delivery purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to the Subscriber of a new Closing Noticebe closed for business.

Closing. The closing of the sale sale, purchase and issuance of Shares the PIPE Securities contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the Transaction. Upon (i) satisfaction The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the conditions set forth in Section 3 below and Transaction (ii) the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) the Company ListCo to the Subscriber Investor (the “Closing Notice”) ), that the Company ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than two five (25) Business Days business days from the date of on which the Closing NoticeNotice is delivered to the Investor, the Subscriber Investor shall deliver to the Company on or ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursNotice, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company any other information that is reasonably requested in the Closing Notice against delivery in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the Shares person in certificated whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or book entry form to the Subscriber or to a custodian designated by the SubscriberW-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register. In lieu of paying the event Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the closing number of Class A Shares (as defined below) set forth on the signature page hereto, which it currently holds as of the date of this Subscription Agreement, prior to and in connection with the consummation of the Transaction does not occur within ten (10) Business Days in accordance with Section 16 hereof. For purposes of the Expected Closing Datethis Subscription Agreement, the Company “business day” shall promptly (but no later mean any day other than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars a Saturday, Sunday or a day on which commercial banking institutions in immediately available funds to the account specified by the SubscriberNew York, and any book entries shall be deemed cancelled. Notwithstanding such return New York are authorized or cancellation, (A) a failure required to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticefor business.

Closing. The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon following conditions: (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company at least two Business Days prior to the Subscriber (the “related Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeDate, the Subscriber Seller shall deliver to the Company Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or prior the passage of time, would constitute a default under this Agreement or an Event of Default under the Interim Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the closing date specified in Purchaser, duly executed by all signatories other than the Closing Notice Purchaser as required pursuant to the terms hereof; (iv) the “Expected Closing Date”Seller shall have delivered and released to the Custodian all documents required hereunder pursuant to this Agreement; and (v) all other terms and conditions of this Agreement and the date on which related Purchase Price and Terms Agreement shall have been complied with. Subject to the Closing actually occursforegoing conditions, the “Purchaser shall pay to the Seller on the related Closing Date”) Date the Subscription Amount Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSeller.

Closing. (a) The closing transaction of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur Purchase and Sale is to be completed on the date of, and immediately prior to, the consummation day of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing NoticeDate” or “Closing”) ). The parties acknowledge and confirm that the Company reasonably expects all conditions required Tarion Addendum to the closing Agreement of the Transaction to be satisfied on a date that is not less than two Purchase and Sale (2Freehold Form – Firm Closing Date) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Tarion Addendum”) and the required Statement of Critical Dates (Freehold Form – Firm Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer form an integral part of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicablethis Agreement. In the event the closing Vendor shall not be able to complete construction of the Transaction does not occur within ten (10) Business Days of Dwelling prior to the Expected Closing Date, the Company Vendor shall promptly have the right to extend the Closing Date in accordance with Sections 3, 4 or 5 of the Tarion Addendum, whichever may be applicable. (but no later than ten (10b) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries The Dwelling shall be deemed cancelledto be completed when the Dwelling has been approved for occupancy by the Town of Ajax notwithstanding that there remains non-substantial interior work and/or any exterior work to be completed including, but not limited to paving, walkways, decks, driveways, painting, grading, sodding and landscaping. Notwithstanding The Vendor shall, on or before Closing, deliver to Purchaser the final certificate, the Occupancy Permit or the signed written confirmation of the Vendor, whichever is applicable, required under Section 9(a) of the Tarion Addendum. (c) If the Dwelling has been approved for occupancy by the Town of Ajax on or before the Closing Date and the Vendor has complied with its obligations under Section 9(a) of the Tarion Addendum, the Purchaser shall close the transaction in accordance with the provisions of this Agreement and the Vendor agrees to complete any outstanding details of construction required by this Agreement within a reasonable time thereafter having regard to weather conditions and availability of supplies and labour. (d) The Purchaser is notified that although the Subdivision Agreements (as hereinafter defined) may require the issuance of an Occupancy Permit, the practice of the Municipality may be such return or cancellationthat oral consent to occupancy is given and that formal consent is given at some later time, including formal release with reference to other matters referred to in the Subdivision Agreements. The Vendor shall not be obligated as of Closing to provide a formal occupancy permit but shall otherwise comply with its obligations under Section 9(a) of the Tarion Addendum and the Purchaser shall complete this transaction in accordance with the terms of this Agreement. (Ae) a The Purchaser acknowledges that certain external work to the Property such as grading, paving, sodding, exterior painting and/or repair cannot be undertaken until weather conditions permit and that failure to close on the Expected Closing Date complete all exterior work or non-substantial interior work shall not, by itself, not be deemed to be a failure of any to complete the Dwelling. The Purchaser further acknowledges that in order to allow for natural settlement of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to driveway, the Closing, and (B) Vendor will not pave the Subscriber shall still be obligated to consummate driveway until at least one year after the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeDate.

Closing. The closing of the sale sale, purchase and issuance of Shares the PIPE Securities contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the Transaction. Upon (i) satisfaction The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the conditions set forth in Section 3 below and Transaction (ii) the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) the Company ListCo to the Subscriber Investor (the “Closing Notice”) ), that the Company ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than two five (25) Business Days business days from the date of on which the Closing NoticeNotice is delivered to the Investor, the Subscriber Investor shall deliver to the Company on or ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursNotice, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company any other information that is reasonably requested in the Closing Notice against delivery in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the Shares person in certificated whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or book entry form to the Subscriber or to a custodian designated by the SubscriberW-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register. In lieu of paying the event Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the closing Investor ARYA Shares (as defined below) in connection with the consummation of the Transaction does not occur within ten (10) Business Days in accordance with Section 16 hereof. For purposes of the Expected Closing Datethis Subscription Agreement, the Company “business day” shall promptly (but no later mean any day other than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars a Saturday, Sunday or a day on which commercial banking institutions in immediately available funds to the account specified by the SubscriberNew York, and any book entries shall be deemed cancelled. Notwithstanding such return New York are authorized or cancellation, (A) a failure required to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticefor business.

Closing. (a) The closing of the purchase and sale of Shares (the “Closing”) transaction contemplated under in this Agreement shall occur on the date of, and immediately prior to, in the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date manner specified in the Closing Notice Basic Terms section of this Agreement (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds ), provided that all conditions precedent to the account specified Closing have been fulfilled or have been waived in writing by the Company respective party entitled to waive same. Notwithstanding anything contained in this Agreement to the contrary, if any of the homes comprising the Property become vacant at least five (5) days prior to the Closing (the “Vacant Homes”), Buyer shall have the right to defer the purchase of the Vacant Homes until such time as Seller enters into a lease for such homes with tenants satisfying qualification standards mutually acceptable to Seller and Buyer, and upon terms reasonably acceptable to Buyer. The closing(s) for the Vacant Homes shall occur on a date mutually acceptable to Seller and Buyer but not later than fifteen (15) days after Seller notifies Buyer that the conditions in the Closing Notice against delivery preceding sentence have been satisfied with respect to the applicable Vacant Homes. In such event, the amount of the Shares in certificated or book entry form to Purchase Price paid by Buyer at the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the Closing Date and at each subsequent closing of the Transaction does not occur within ten (10) Business Days Vacant Homes thereafter shall be based on the Assigned Home Value of the Expected homes purchased at each respective closing. Further notwithstanding anything contained in this Agreement to the contrary, if Seller fails to enter into a lease for any of the Vacant Homes with tenants that satisfy Buyer’s tenant qualification standards and upon terms acceptable to Buyer within sixty (60) days after the initial Closing Date, Buyer shall have the right to exclude any such Vacant Homes from the transaction contemplated under this Agreement by delivering written notice to Seller, in which event neither party shall have any further rights or obligations with respect to such Vacant Homes. (b) On or before the Closing Date, the Company parties shall promptly (but no later than ten (10) Business Days thereafter) return establish the Subscription Amount usual form of deed and money escrow with Escrow Holder. Counsel for the respective parties are hereby authorized to execute the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and escrow trust instructions as well as any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticeamendments thereto.

Closing. The closing If the minimum number of Conversion Shares permitted to be sold in the Reorganization on the basis of the sale most recently updated Reorganization appraisal are subscribed for at or before the termination of the Offerings, and the other conditions to the completion of the Reorganization are satisfied, the Holding Company agrees to issue the Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, Closing Date (as hereinafter defined) against payment therefor by the means authorized by the Plan and immediately prior to, the consummation to deliver certificates evidencing ownership of the TransactionConversion Shares in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the purchasers thereof as promptly as practicable after the Closing Date. Upon (i) satisfaction The Closing shall be held at the offices of special counsel to the conditions set forth in Section 3 below Primary Parties, or at such other place as shall be agreed upon among the Primary Parties and (ii) written the Agent, at 10:00 a.m. on a business day selected by the Holding Company which business day shall be no less than two business days following the giving of prior notice from (or on behalf of) by the Holding Company to the Subscriber (Agent or at such other time as shall be agreed upon by the “Closing Notice”) that Primary Parties and the Company reasonably expects all conditions to Agent. At the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeClosing, the Subscriber Primary Parties shall deliver to the Company on or prior Agent in same-day funds the commissions, fees and expenses owing to the closing date specified Agent as set forth in Sections 4 and 8 hereof and the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified opinions required hereby and other documents deemed reasonably necessary by the Company in Agent shall be executed and delivered to effect the Closing Notice against delivery sale of the Shares in certificated or book entry form as contemplated hereby and pursuant to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing terms of the Transaction does not occur within ten (10) Business Days Prospectus. The Holding Company shall notify the Agent when funds shall have been received for the minimum number of shares of the Expected Common Stock. The date upon which the Holding Company shall release the Conversion Shares for delivery in accordance with the terms hereof is referred to herein as the "Closing Date." As soon as practicable after the Closing Date, the Holding Company and the Bank shall promptly cause a letter of transmittal to be mailed to each Public Stockholder advising such Public Stockholder of the terms of the Exchange offering and the procedure for surrendering to an agent, duly appointed by the Holding Company (but no later than ten (10) Business Days thereafter) return the Subscription Amount "Exchange Agent"), the certificates evidencing shares of Bank Common Stock issued and outstanding as of the Closing Date. Upon surrender of each such certificate to the Subscriber by wire transfer of United States dollars in immediately available funds Exchange Agent, the Holding Company agrees to issue to the account specified by holder thereof or his or her designee a certificate or certificates representing the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close number of full Exchange Shares based on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeExchange Ratio.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, substantially concurrent with the consummation of the Transaction. Upon Transactions Closing (i) satisfaction the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth herein; provided that the Closing shall occur after the Merger Effective Time (as defined in Section 3 below and the Business Combination Agreement, the “Merger Effective Time”). Not less than five (ii5) business days prior to the anticipated Closing Date, the Issuer shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions of such anticipated Closing Date. Subscriber shall deliver on or before two (2) business days prior to the closing anticipated Closing Date the Purchase Price for the 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 Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall deliver to Subscriber (1) the 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 Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the Transaction records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the 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, the Cayman Islands or Singapore are authorized or required by law to be satisfied on a date that is close. In the event the Closing Date does not less 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 two (2) Business Days from business days thereafter) return the date of the Closing Notice, the Purchase Price to Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding ; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of funds shall not terminate this Subscription Agreement or cancellation, (A) a failure relieve Subscriber of its obligation to close on purchase the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate Shares at the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeNotice in accordance with the terms of this Section 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall occur on the closing date of, and immediately prior to, or simultaneously with, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction Closing to be satisfied on a date that is not less than two five (25) Business Days business days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or Company, at least two (2) business day prior to the scheduled closing date specified in the Closing Notice (the “Expected Scheduled Closing Date”; ), to be held in escrow until the date on which the Closing actually occursClosing, the “Closing Date”) Purchase Price for the Subscription Amount Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Shares Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing, the Company shall deliver to Subscriber the Securities in book entry form to form, in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction Closing does not occur within ten three (103) Business Days business days of the Expected Scheduled Closing Date, the Company shall promptly (but no not later than ten two (102) Business Days business days thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book book-entries for the Securities shall be deemed repurchased and cancelled. Notwithstanding such return or cancellationUnless this Subscription Agreement is terminated pursuant to Section 5 below, (A) a the failure of the Closing to close occur on the Expected Scheduled Closing Date shall not, by itself, be deemed to be a failure not terminate this Subscription Agreement or otherwise relieve any party of any of the conditions to Closing set forth in Section 3 its obligations hereunder. For purposes of this Agreement Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to be satisfied close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or waived any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticesuch day).

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transactions (the “Closing Date”), and immediately prior to, substantially concurrently with (but not before) the consummation of the Transaction. Upon Transactions and subject to the terms and conditions of this Subscription Agreement. (ib) satisfaction of At least five (5) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two one (21) Business Days from Day prior to the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver the Purchase Price (subject to adjustment as described below) for the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Shares Company (and in certificated or book entry form to no event will such funds be held in the Subscriber or to a custodian designated by Trust Account (as defined below)), until the SubscriberClosing Date. Upon satisfaction (or, as if applicable. In the event the closing , waiver) of the Transaction does not occur within ten conditions set forth in this Section 2, the Company shall deliver to Subscriber (10i) Business Days of on the Expected Closing Date, the Subscribed 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 Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. The aggregate Purchase Price set forth on the signature page hereto shall be reduced by an amount equal to the product of (x) the number of Redeemed Shares that Subscriber owns at the time of the Closing that, after the date hereof, have been withdrawn from being subject to the Redemption Obligation and that otherwise would have been redeemed and are not included as Recycled Shares as such term is defined in the Forward Purchase Agreement (as defined below) multiplied by (y) the Redemption Price (the “Redemption Adjustment Amount”). To the extent that the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page, Subscriber shall not deliver any Purchase Price to the Company for the Subscribed Shares, and the Company shall promptly (but no later than ten (10) Business Days thereafter) return instead deliver on the Subscription Closing Date the amount by which the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page to the Subscriber by wire transfer of United States dollars in immediately available funds to such account as Subscriber specifies to the Company from the Company’s Trust Account. In this regard, Subscriber hereby represents to the Company that it is not the owner of any Redeemed Shares as of the date hereof. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2 following the Company’s delivery to the Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the TransactionTransaction and shall occur immediately prior thereto. Upon (i) satisfaction of the conditions set forth in Section 3 below The Closing and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction shall occur on December 30, 2016, subject to be satisfied on a date that is not less than two extension upon five (25) Business Days from the date of the Closing Noticebusiness days’ prior written notice to Subscriber (such date, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursincluding as so extended, the “Closing Date”). At least three (3) business days prior to the Subscription Amount Closing Date, Subscriber shall deliver to the Company, to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in Annex B hereto. Immediately prior to the closing of the Transaction on the Closing Notice against delivery of Date, (a) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (b) upon such release, the Company shall deliver to Subscriber (i) the Acquired Shares in certificated or book entry form to form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Acquired Shares on and as of the Closing Date. In the event the closing of the Transaction Closing does not occur within ten (10) Business Days of on the Expected Closing Date, the Company shall promptly (but no not later than ten one (101) Business Days business day thereafter) return the Subscription Amount Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the Company and Subscriber by wire transfer contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of United States dollars in immediately available funds to the account specified by the SubscriberClosing Date, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any consummation of the Closing shall constitute a reaffirmation by each of the Company and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions to Closing set forth in Section 3 of required by this Subscription Agreement to be performed, satisfied or waived on complied with by it at or prior to the Closing; (iv) the Company shall have obtained approval of the NASDAQ to list the Acquired Shares (other than the Series B Acquired Shares), subject to official notice of issuance; (v) the Company shall have filed the Certificate of Designation relating to the Series B Preferred Stock with the State of Delaware; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any 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 restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (Bvii) the Subscriber Company shall still have received proceeds from debt or equity financings on terms satisfactory to the Company that, together with the proceeds from the sale of the Acquired Shares hereunder, will be obligated sufficient for the Company to pay the purchase price for the Transaction pursuant to the Purchase Agreement and the Assignment on the Closing Date; (viii) the Transaction shall be consummated substantially concurrently with the Closing in accordance with the terms of the Purchase Agreement. c. At the 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 Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSubscription as contemplated by this Subscription Agreement.

Closing. The closing of the sale of Shares the Property by Seller to Purchaser (the “Closing”) contemplated under this Agreement shall occur on the date of, first business day following the expiration of thirty (30) days from and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from after the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on auction event at which the Closing actually occursProperty is being sold, or such earlier date to which Purchaser and Seller may agree (in either event, the “Closing Date”) ). The Closing shall occur at the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery offices of the Shares in certificated or book entry form to Title Company or, at Seller’s option, at the Subscriber or to office of a custodian closing attorney designated by Seller in its sole discretion. At Closing, among other requirements set forth herein, Purchaser shall deliver the SubscriberPurchase Price to Seller in accordance with Section 3 hereinabove and, as if applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing amount set forth in Section 3 of this Agreement 32 hereof for the personalty to be satisfied conveyed hereunder, and Seller shall deliver the Deed and, if applicable under Section 32 hereof, the Bill of Sale, to Purchaser. In addition, Purchaser and Seller shall execute an assignment and assumption of any Leases and Service Contracts (the "Assignment and Assumption") in a form satisfactory to Seller in its sole discretion, assigning and transferring to Purchaser without warranty by or waived recourse against Seller, Seller's interest in and under any and all (1) tenant leases in force on the Closing Date covering the Property or prior to any portion thereof (the Closing"Leases"), together with all rentals and other payments arising therefrom on and after the Closing Date, and (B2) the Subscriber shall still be obligated to consummate contract agreements in force on the Closing upon (I) satisfaction Date with respect to the operation, maintenance and use of the conditions set forth Property (the "Service Contracts"), together with all rights and obligations of Seller arising from the Leases and the Service Contracts on and after the Closing Date. If either party fails to close the sale under the terms of this Contract, the non-defaulting party will be entitled to exercise the remedies provided in Section 3 below 16 hereof. Any extension of the Closing Date must be in writing and (IIexecuted by ▇▇▇▇▇▇▇▇▇ and Seller in advance of the scheduled Closing Date. Notwithstanding the foregoing, Seller shall have the right, in its sole discretion, to extend the Closing Date for a period of up to ( ) the Company’s delivery to the Subscriber of a new Closing Noticedays as it may deem necessary or appropriate.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to (but subject to), the consummation of the TransactionTransactions (the date of the Closing, the “Closing Date”). Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company Issuer and the SPAC to the Subscriber (the “Closing Notice”) at least ten (10) Business Days prior to the date that the Company Issuer and the SPAC reasonably expects expect all conditions to the closing of the Transaction Transactions to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; ), Subscriber shall deliver to the date on which Issuer no later than three (3) Business Days prior to the Expected Closing actually occursDate, the “Closing Date”) Purchase Price for the Subscription Amount Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer and the SPAC in the Closing Notice against delivery of Notice, such funds to be held by the Shares Issuer in certificated escrow until the Closing. If the Transactions are not consummated on or book entry form prior to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten fifth (105th) Business Days of Day after the Expected Closing Date, the Company Issuer shall promptly (but no later than ten two (102) Business Days thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellationreturn, (Ai) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement to be satisfied or waived on or prior to the ClosingClosing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below 3. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber (or the funds and (II) the Company’s delivery to the accounts designated by Subscriber of a new Closing Notice.if so

Closing. The closing of the sale of Shares (the “Closing”) contemplated under this Agreement Closing shall occur on the date ofClosing Date, and immediately prior to, subject to the consummation completion of the Transactionother parts of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company FEAC to the Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Company FEAC reasonably expects all conditions to the closing of the Transaction Amalgamation Closing to be satisfied on a date that is not less (the “Expected Closing Date”), Subscriber shall deliver to FEAC no later than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”Date (i) the Subscription Amount Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by FEAC in the Company Closing Notice, such funds to be held by FEAC in escrow, segregated from and not co-mingled with the other funds of FEAC (and in no event will such funds be held in the Trust Account) for the benefit of Subscriber until the Closing at which point the funds shall be released to Newco at the time of the PIPE Financing; and (ii) any other information that is reasonably requested in the Closing Notice against delivery in order for FEAC (or, following the Assumption, Newco) to issue the Subscribed Shares including, without limitation, the legal name of the person in whose name such Subscribed Shares in certificated are to be issued, and if applicable, a duly executed Internal Revenue Service Form W-9 or book entry form the applicable Internal Revenue Service Form W-8, as applicable. On the Closing Date, following and subject to the Assumption, Newco shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly Subscribed Shares, free and clear of any liens or other restrictions whatsoever (but no later other than ten those arising under state or federal securities laws or Canadian securities laws), which Subscribed Shares, unless otherwise determined by FEAC (10) Business Days thereafter) return or following the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the SubscriberAssumption, and any book entries Newco), shall be deemed cancelled. Notwithstanding uncertificated, with record ownership reflected only in the register of shareholders of Newco and shall provide evidence of such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Companyissuance from Newco’s delivery to the Subscriber of a new Closing Notice.transfer agent

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date ofClosing Date, immediately prior to or concurrently with, and immediately prior toconditioned upon the effectiveness of, the consummation of the Transaction. Upon Transaction and the terms and conditions of this Subscription Agreement. (ib) satisfaction of At least two (2) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two one (21) Business Days from Day prior to the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to the Company on or prior to Purchase Price for the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares and Subscribed Warrants in certificated 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 Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares and the Subscribed Warrants on and as of the Closing Date. (c) Notwithstanding Section 2(b), if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (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 Section 2(b), the following shall apply: (i) no later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for the Company to issue the Subscribed Securities, including, without limitation, the name of the person in whose name the Subscribed Securities are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Securities, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Securities, on the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Securities, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book entry form to in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In the event the closing applicable and a copy of the Transaction does not occur within ten (10) Business Days records of the Expected Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Securities on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Company Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Securities on and as of the Closing Date), Subscriber shall promptly (but no later than ten (10) Business Days thereafter) return deliver the Subscription Amount to the Subscriber Purchase Price by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). (d) In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2. For the Company’s delivery purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to the Subscriber of a new Closing Noticebe closed for business.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, and immediately prior to, with such Closing occurring substantially concurrently with (but not before) the consummation of the TransactionTransactions and subject to the terms and conditions of this Subscription Agreement. Upon The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (ib) satisfaction of At least two Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of Company. No later than one Business Day prior to the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to provide the Company on or prior to the closing date specified Pricing Date Notice as defined in the Closing Notice Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the “Expected Closing Date”; Forward Purchase Agreement as it relates to Additional Shares, for the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in certificated or book entry form to 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 Subscriber (or to a its nominee or custodian designated in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as applicable. promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the closing consummation of the Transaction Transactions does not occur within ten (10) two Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company Company, shall promptly (but in no event later than ten (10) three Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount to the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2 following the Company’s delivery to the Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, and immediately prior to, with such Closing occurring substantially concurrently with (but not before) the consummation of the TransactionTransactions and subject to the terms and conditions of this Subscription Agreement. Upon The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (ib) satisfaction of At least five (5) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two one (21) Business Days from Day prior to the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to provide the Company on or prior to the closing date specified Pricing Date Notice as defined in the Closing Notice Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the “Expected Closing Date”; Forward Purchase Agreement as it relates to Additional Shares, for the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in certificated or book entry form to 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 Subscriber (or to a its nominee or custodian designated in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as applicable. promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the closing consummation of the Transaction Transactions does not occur within ten two (102) Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company Company, shall promptly (but in no event later than ten three (103) Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount to the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2 following the Company’s delivery to the Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) contemplated under this Agreement is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and immediately prior tosubstantially concurrently with and conditioned upon the effectiveness of, the consummation of the Transaction. Upon (ia) satisfaction or waiver of the conditions set forth in Section 3 below and (iib) delivery of written notice from (or on behalf of) the Company SPAC to the Subscriber Investor (the “Closing Notice”) ), that the Company SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than two five (25) Business Days business days from the date of on which the Closing NoticeNotice is delivered to the Investor, the Subscriber Investor shall deliver to the Company on or SPAC, three (3) business days prior to the anticipated closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs), the “Closing Date”(i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company SPAC in the Closing Notice against delivery and (ii) the legal name of the person in whose name such Shares in certificated are to be issued and a duly executed Internal Revenue Service Form W-9 or book entry form to the Subscriber or to a custodian designated by the SubscriberW-8, as applicable. In On the event Closing Date, SPAC shall issue a number of Shares to the closing Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement, the organizational documents of SPAC or state or federal securities laws) in the name of the Transaction Investor (or its nominee in accordance with its delivery instructions) and as promptly as practicable after the Closing, on and as of the Closing Date, on SPAC’s share register; provided, however, that SPAC’s obligation to issue the Shares to the Investor under this Subscription Agreement is contingent upon SPAC having received the Subscription Amount in full accordance with this Section 2. If the Closing does not occur within ten three (103) Business Days of business days following the Expected Closing DateDate specified in the Closing Notice, the Company SPAC shall promptly (but no not later than ten one (101) Business Days business day thereafter) return the Subscription Amount in full to the Subscriber Investor by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriberfunds, and any book entries of Shares shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 For purposes of this Agreement 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 be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticeclose.

Closing. The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser’s option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon following conditions: (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company at least two Business Days prior to the Subscriber (the “related Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeDate, the Subscriber Seller shall deliver to the Company Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or prior the passage of time, would constitute a default under this Agreement or an Event of Default under the Interim Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the closing date specified in Purchaser, duly executed by all signatories other than the Closing Notice Purchaser as required pursuant to the terms hereof; (iv) the “Expected Closing Date”Seller shall have delivered and released to the Custodian all documents required pursuant to this Agreement; and (v) all other terms and conditions of this Agreement and the date on which related Purchase Price and Terms Agreement shall have been complied with. Subject to the Closing actually occursforegoing conditions, the “Purchaser shall pay to the Seller on the related Closing Date”) Date the Subscription Amount Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSeller.

Closing. The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, the Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon following conditions: (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company at least two Business Days prior to the Subscriber (the “related Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeDate, the Subscriber Seller shall deliver to the Company Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on the related Closing Date (including accrued interest), and prepare the related Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or prior the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the closing date specified in Purchaser, duly executed by all signatories other than the Closing Notice Purchaser as required pursuant to the terms hereof; (iv) the “Expected Closing Date”Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the date on which related Purchase Price and Terms Agreement shall have been complied with. Subject to the Closing actually occursforegoing conditions, the “Purchaser shall pay to the Seller on the related Closing Date”) Date the Subscription Amount Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSeller.

Closing. The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) contemplated under this Agreement is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the consummation of the TransactionTransaction (the “Transaction Closing Date”). Upon Not less than ten (i10) satisfaction of business days prior to the conditions set forth in Section 3 below and (ii) scheduled Transaction Closing Date, the Company shall provide written notice from (or on behalf of) the Company to the Subscriber undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two or waived, and (2iii) Business Days from wire instructions for delivery of the date of Purchase Price to the Escrow Agent (as defined below). The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one (1) business day prior to the Transaction Closing Date specified in the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Escrow Account”) until the Subscription Closing Date”; pursuant to the date terms of a customary escrow agreement, which shall be on which terms and conditions reasonably satisfactory to the Closing actually occurs, undersigned to be entered into by the Company and the Escrow Agent (the “Closing DateEscrow Agreement”) the Subscription Amount ), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the undersigned, no later than the date on which the Closing Notice against delivery is delivered to the undersigned, a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. On the Transaction Closing Date, the Company shall deliver to the undersigned (i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or book entry form to other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the Subscriber name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriberundersigned, as applicable. In , and (ii) a copy of the event records of the closing Company’s transfer agent showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the undersigned (or its nominee or custodian, if applicable), the Purchase Price shall be released from the Escrow Account automatically and without further action by the Company or the undersigned. If the Transaction Closing does not occur within ten two (102) Business Days of business days after the Expected Transaction Closing DateDate specified in the Closing Notice, the Company Escrow Agent shall promptly (but no not later than ten one (101) Business Days business day thereafter) return the Subscription Amount Purchase Price to the Subscriber undersigned by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Subscriberundersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book book-entries and, if applicable, certificated shares, shall be deemed cancelled. Notwithstanding cancelled (and, in the case of certificated shares, the undersigned shall promptly return such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior certificates to the ClosingCompany or, and (B) as directed by the Subscriber shall still be obligated Company, to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the Subscriber undersigned, whether or not the Transaction Closing shall have occurred. If this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned of a new Closing Noticethe Purchase Price by the Escrow Agent, transfer the Shares to the Company.

Closing. The closing of the sale and purchase of Shares the Closing Assets (as defined in item 7 below) (the “Closing”) contemplated under this Agreement shall will occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days business days after the Facility has achieved Mechanical Completion (as defined in item 13 below) and all other Closing conditions (as detailed in items 13 and 14 below) have been satisfied (and continue to be satisfied through the Closing) or waived by the applicable Party. At the Closing, Seller will transfer to Buyer the Closing Assets, free and clear of all encumbrances and liabilities, except Permitted Encumbrances (as defined below) and assumed liabilities as defined in the Definitive Agreement. Additional asset transfers from Seller to Buyer will occur after the Closing with respect to assets incorporated into, or acquired for or in connection with, the Facility during start-up, testing, and commissioning, during punch list completion, as part of achieving Substantial Completion (as defined in item 18 below) and Final Completion (as defined in item 20 below), and in connection with any warranty work performed by or for Seller. For purposes of the Expected Closing DateDefinitive Agreement, “Permitted Encumbrances” will be limited to (i) liens for property taxes and other governmental charges not yet due and payable or the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount validity of which is being contested in good faith by appropriate proceedings described in a schedule attached to the Subscriber by wire transfer of United States dollars in immediately available funds Definitive Agreement (provided that, for any such lien from and after the Closing, Seller will be required to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, maintain (A) a failure bond covering such lien at a ten percent (10%) premium in accordance with law or otherwise in a manner reasonably satisfactory to close on Buyer or (B) full coverage under the Expected Closing Date shall nottitle insurance policy provided by Seller to Buyer for the Facility), by itself(ii) mechanics’, be deemed to be a failure of any materialmens’, and other similar liens arising in the ordinary course of the conditions to Closing set forth performance of the Work (as defined below in Section 3 item 10) by operation of this Agreement to be satisfied or waived on or prior to law for sums not yet due and payable and that have not been filed of record (provided that, for any such lien from and after the Closing, and Seller will be required to maintain (A) a bond covering such lien at a ten percent (10%) premium in accordance with law or otherwise in a manner reasonably satisfactory to Buyer or (B) full coverage under the Subscriber shall still title insurance policy provided by Seller to Buyer for the Facility), (iii) any financing and other liens described in a schedule attached to the Definitive Agreement that will be obligated and are discharged or released prior to consummate or simultaneously with the Closing upon Closing, (Iiv) satisfaction of liens benefitting, or created by, through, or under, ▇▇▇▇▇, (v) matters expressly identified on the conditions set forth title commitment to which ▇▇▇▇▇ does not object during the title objection process described in Section 3 below item 41 below, and (IIvi) the Company’s delivery liens expressly agreed to the Subscriber of a new Closing Noticeor waived in writing by ▇▇▇▇▇.

Closing. The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) contemplated under this Agreement is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior to, the consummation of Transaction Closing (the Transaction“Transaction Closing Date”). Upon (i) satisfaction of Not less than five business days prior to the conditions set forth in Section 3 below and (ii) scheduled or anticipated Transaction Closing Date, the Company shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) (i) setting forth the scheduled or anticipated Transaction Closing Date, (ii) stating that the Company reasonably expects all conditions to the closing of the Transaction Closing to be satisfied on a date that is not less than two or waived, and (2iii) Business Days from including wire instructions for delivery of the date of Purchase Price to the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one business day prior to the Transaction Closing Date specified in the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Escrow Account”) until the Subscription Closing Date”; pursuant to the date terms of a customary escrow agreement, which shall be on which terms and conditions reasonably satisfactory to the Closing actually occurs, Subscriber to be entered into by the Company and the Escrow Agent (the “Closing DateEscrow Agreement”) the Subscription Amount ), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, no later than the date on which the Closing Notice against delivery is delivered to the Subscriber, a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. On the Transaction Closing Date, the Company shall deliver to the Subscriber (i) the Shares in book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or book entry form to other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In , and (ii) a copy of the event records of the closing Company’s transfer agent showing the Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Subscriber (or its nominee or custodian, if applicable), the Purchase Price shall be released from the Escrow Account automatically and without further action by the Company or the Subscriber. If the Transaction Closing does not occur within ten (10) Business Days of one business day after the Expected Transaction Closing DateDate specified in the Closing Notice, the Company Escrow Agent shall promptly (but no not later than ten (10) Business Days one business day thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book book-entries and, if applicable, certificated shares, shall be deemed cancelled. Notwithstanding such return or cancellationcancelled (and, (A) a failure to close on in the Expected Closing Date shall notcase of certificated shares, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated promptly return such certificates to consummate the Closing upon (I) satisfaction of Company or, as directed by the conditions set forth in Section 3 below and (II) Company, to the Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 9 hereof following the delivery by the Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber by wire transfer of a new Closing NoticeU.S. dollars in immediately available funds to the account specified by the Subscriber.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transactions contemplated by the Transaction Agreement (the “Closing Date”), and immediately prior to, to or substantially concurrently with the consummation of the Transaction. Upon Transactions to be completed on the Closing Date. (ib) satisfaction of At least six (6) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that which shall: (i) specify the anticipated Closing Date, (ii) provide the wire instructions for delivery of the Purchase Price to the Company reasonably expects all conditions and (iii) confirm the Wire Verification Information, if previously provided to the closing of the Transaction to be satisfied Subscriber upon request by Subscriber. No later than 5:00 PM New York City time on a date that is not less than two (2) Business Days from the date of prior to the Closing NoticeDate, the Subscriber shall deliver to the Company on or prior to Purchase Price for the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice against delivery in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares in certificated are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or book entry form to the Subscriber or to a custodian designated by the Subscriberappropriate Form W-8. Upon satisfaction (or, as if applicable. In the event the closing , waiver) of the Transaction does not occur within ten (10) Business Days of the Expected Closing Dateconditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed 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 Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Company (but no later than ten 1) that it is an investment company registered under the Investment Company Act of 1940, as amended, or (102) Business Days thereafter) return that it is advised by an investment adviser subject to regulation under the Subscription Amount to Investment Advisers Act of 1940, as amended, 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 the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. In the event that (i) the Company does not accept the subscription or (ii) the consummation of the Transactions does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.be

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, and immediately prior to, with such Closing occurring substantially concurrently with (but not before) the consummation of the TransactionTransactions and subject to the terms and conditions of this Subscription Agreement. Upon The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (ib) satisfaction of At least five Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of Company. No later than one Business Day prior to the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to provide the Company on or prior to the closing date specified Pricing Date Notice as defined in the Closing Notice Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the “Expected Closing Date”; Forward Purchase Agreement as it relates to Additional Shares, for the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in certificated or book entry form to 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 Subscriber (or to a its nominee or custodian designated in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as applicable. promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the closing consummation of the Transaction Transactions does not occur within ten (10) two Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company Company, shall promptly (but in no event later than ten (10) three Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount to the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth unless and until this Subscription Agreement is terminated in accordance with Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.6 herein,

Closing. The closing of the sale of Shares the Subscription (the “Closing”) contemplated under this Agreement shall occur on the closing date of, of the Transaction (the “Closing Date”) and immediately be conditioned upon the prior to, the or substantially concurrent consummation of the Transaction. Upon (i) Transaction and satisfaction of the other conditions set forth in Section 3 below and (ii) hereof. Upon delivery of written notice from (or on behalf of) the Company Pagaya to the Subscriber Investor (the “Closing Notice”) that the Company Pagaya reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall, two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or business days prior to the expected closing date specified in the Closing Notice (or such other date agreed to in writing by Pagaya and the “Expected Closing Date”; the date on which the Closing actually occursInvestor), the “Closing Date”) the Subscription Amount deliver, by wire transfer of United States U.S. dollars in immediately available funds to the account specified in the Closing Notice, an amount equal to the Subscription Amount to (i) Pagaya and/or (ii) such other account(s) as designated by Pagaya. Pagaya will not use the Subscription Amount or any part thereof until after the Closing. At Closing, Pagaya shall issue the Subscription Shares to the Investor and cause the Subscription Shares to be registered in book-entry form in the name of the Investor (or its nominee in accordance with its delivery instructions, as applicable) on Pagaya’s share register. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York or Tel-Aviv, Israel are authorized or required by Legal Requirements to close. Prior to or at the Closing Date, the Investor shall deliver to Pagaya a duly completed and executed Internal Revenue Service Form W‑9 or appropriate Form W-8. In the event the Closing does not occur within three (3) business days after the expected closing date specified in the Closing Notice, Pagaya shall promptly (but not later than three (3) business days after the expected closing date specified in the Closing Notice) return or cause the return of the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in Investor without any deduction for or on account for any tax, withholding, charges or set-off, and any book-entries for the Closing Notice against Subscription Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Subscription Shares at the Closing. If any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Subscription Shares in certificated or book entry form and prior to the Subscriber or to a custodian designated by the SubscriberClosing, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company Pagaya shall promptly (but no not later than ten three (103) Business Days business days thereafter) return or cause the return of the Subscription Amount to the Subscriber by wire transfer Investor without any deduction for or on account of United States dollars any tax, withholding, charges or set-off. Pagaya agrees that the Closing Notice delivered in immediately available funds to the account specified by the Subscriber, and any book entries accordance with this Section 2 shall be deemed cancelled. Notwithstanding executed by a duly elected or appointed, qualified and acting officer of Pagaya listed on Schedule C attached hereto, who holds the office set forth opposite the name of such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any officer as of the conditions to Closing set forth in Section 3 date hereof. The signature written opposite the name and title of this Agreement to be satisfied each officer is the correct and genuine signature of such officer or waived on or prior to the Closinga true and, correct and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticecomplete facsimile thereof.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the TransactionTransactions. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company Issuer to the Subscriber (the “Closing Notice”) at least 5 Business Days prior to the date that the Company Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; ), Subscriber shall deliver to the date on which Issuer no later than three Business Days prior to the Expected Closing actually occursDate, the “Closing Date”) Purchase Price for the Subscription Amount Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice against delivery of the Shares in certificated or book entry form Notice, such funds to the Subscriber or to a custodian designated be held by the Subscriber, as applicableIssuer in escrow until the Closing. In If the event the closing of the Transaction does Transactions are not occur consummated within ten (10) five Business Days of the Expected Closing Date, the Company Issuer shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellationreturn, (Ai) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement to be satisfied or waived on or prior to the ClosingClosing Date, and (ii) 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 and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and 3, subject to termination of this Agreement in accordance with Section 5 below. At the Closing, upon satisfaction (IIor, if applicable, waiver) of the Company’s conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to the Subscriber a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “Business Day” means any day that, in New York, New York, is neither a new Closing Noticelegal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the TransactionTransactions and shall occur immediately prior thereto. Upon Not less than five (i5) satisfaction business days prior to the anticipated closing date of the conditions set forth in Section 3 below and Transactions (ii) the “Closing Date”), the Company shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied prior to or on a date that is not less than two (2) Business Days from the date of anticipated Closing Date set forth in the Closing Notice, and (iii) instructions for wiring the Purchase Price for the Acquired Shares. Subscriber shall deliver to the Company on or at least two (2) business days prior to the closing date specified anticipated Closing Date set forth in the Closing Notice (Notice, to be held in escrow by the “Expected Closing Date”; Company until the date on which the Closing actually occursClosing, the “Closing Date”) Purchase Price for the Subscription Amount Acquired Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of Notice. On the Closing Date, the Company shall deliver to Subscriber (x) the Acquired Shares in certificated or book entry form to form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber and (y) not later than one (1) business day after the Closing Date, written notice from the transfer agent of the Company evidencing the issuance to Subscriber of the Acquired Shares on and as of the Closing Date, and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, as applicable. In the event the closing of the Transaction Closing does not occur within ten (10) Business Days of on the Expected anticipated Closing DateDate set forth in the Closing Notice, the Company shall promptly (but no not later than ten one (101) Business Days business day thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer (without any deduction for or on account of United States dollars in immediately available funds to the account specified by the Subscriberany tax, withholding, charges or set-off), and any book entries or share certificates representing the Acquired Shares shall be deemed cancelled. Notwithstanding cancelled and any such share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Company; provided that, unless this Subscription Agreement has been terminated pursuant to Section 6 hereof, such return of funds shall not terminate this Subscription Agreement or cancellationrelieve Subscriber of its obligation to purchase the Acquired Shares at the Closing upon delivery by the Company of a subsequent Closing Notice in accordance with this Section 2. For the purposes of this Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. b. The Closing shall be subject to the conditions that: (Ai) a failure no suspension of the qualification of the Class A Shares for offering or sale or trading in any jurisdiction, or initiation or threatening in writing of any proceedings for any of such purposes, shall have occurred; (ii) (x) all representations and warranties of the Company and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to close materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the Expected Closing Date (unless they specifically speak as of another date in which case they shall notbe true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with consummation of the Closing constituting a reaffirmation by itselfeach of the Company and Subscriber of each of the representations, be deemed warranties and agreements of such party contained in this Subscription Agreement as of the Closing Date or such earlier date, as applicable and (y) as of the Closing Date, each party shall have performed, satisfied and complied in all material respects with all agreements, covenants and conditions hereunder required to be a failure performed, satisfied or complied with by it at or prior to Closing; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of any making consummation of the transactions contemplated hereby illegal or otherwise restricting, prohibiting or enjoining consummation of the transactions contemplated hereby; (iv) there shall have been no modifications, amendments or waivers to (or consents in respect of) the Merger Agreement that would reasonably be expected to be materially adverse to the economic benefits that Subscriber would reasonably expect to receive under the Subscription Agreement, unless Subscriber has consented in writing to such modification, amendment or waiver; and (v) all conditions to Closing precedent set forth in Section 3 this Subscription Agreement and to the closing of this Agreement to be the Transactions set forth in the Merger Agreement, including the approval of the Company’s stockholders, and regulatory approvals, if any, shall have been satisfied or (to the extent permitted by applicable law) waived on by the parties to the applicable agreement who are the beneficiaries to such conditions precedent and the Transactions shall have been or prior to will be consummated substantially concurrently with the Closing. c. At the Closing, the parties hereto shall execute and (B) deliver such additional documents and take such additional actions as the Subscriber shall still parties reasonably may deem to be obligated practical and necessary in order to consummate the Closing upon (I) satisfaction Subscription as contemplated by this Subscription Agreement; provided, that in no event shall Subscriber be required hereunder to execute any lock-up or similar market standoff agreement or any other agreement restricting the transfer of the conditions set forth in Section 3 below and (II) the Company’s delivery Acquired Shares issued pursuant to the Subscriber of a new Closing Noticethis Subscription Agreement.

Closing. The closing consummation of the sale of Shares transaction contemplated herein (the “Closing”) contemplated under this Agreement shall occur on the date ofClosing Date at the offices of Escrow Holder. Closing shall occur through an escrow with Escrow Holder. Funds shall be deposited into and held by Escrow Holder in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the parties shall direct Escrow Holder to, and Escrow Holder shall, immediately prior torecord and deliver the closing documents to the appropriate parties and make disbursements according to closing statements executed by Seller and Purchaser. Escrow Holder shall (and does, the consummation by its execution of the Transaction. Upon this Agreement, hereby) agree in writing with Purchaser (i) satisfaction that deposit of the conditions set forth Deed with the appropriate recorder’s office (or that Escrow Holder holds the Deed for as well as in Section 3 below anticipation of depositing it with the recorder’s office, shall do so and that the same) constitutes Escrow Holder’s representation that Escrow Holder is holding the closing documents (other than the Deed, if already deposited with the recorder’s office), closing funds and closing statements and is prepared and irrevocably committed to disburse the closing funds in accordance with the closing statements and (ii) written notice from (or on behalf of) the that release of funds to Seller shall irrevocably commit Title Company to issue the Subscriber (Owner’s Policy in accordance with this Agreement. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Holder to comply with the “Closing Notice”terms of this Agreement; however, the supplemental escrow instructions shall not act to extend or provide any extension of any period(s) of performance, notice, grace or cure under this Agreement unless specifically referenced and agreed to, in writing, by both Purchaser and Seller or their respective counsel. Seller and Purchaser agree that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied Closing may occur on a date that is not less than two (2) Business Days from the date of the Closing Notice“gap” basis, the Subscriber in which event Seller shall deliver to the Title Company on or prior to a “Gap Indemnity” (e.g., an indemnity for the closing date specified so-called title “gap”) in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer form of United States dollars in immediately available funds to the account specified Exhibit F attached hereto or such other form as reasonably required by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Title Company’s delivery to the Subscriber of a new Closing Notice.

Closing. The closing of the sale of Shares (the “Closing”) contemplated under this Agreement Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice before , 2017 (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”). Escrow Holder (as defined in Section 18) is hereby authorized and instructed to conduct the Subscription Amount by wire transfer escrow in accordance with this Contract, its Escrow Instructions which shall follow the terms set forth herein, applicable law and custom and practice of United States dollars the community in immediately available funds which the Escrow Holder is located, including any reporting or requirements of the Internal Revenue Code. If and to the account specified by extent there is any conflict between the Company in escrow instructions and this Contract, the terms of this Contract will control. On the Closing Notice against delivery Date, Seller shall deliver to Buyer a Deed to the Property, which deed shall be without warranties; express, implied or statutory, except as set out elsewhere herein. Buyer may take possession of the Shares in certificated or book entry form Property one (1) day after Closing. IF THE SUCCESSFUL BIDDER FAILS TO TIMELY CLOSE THE SALE BY THE CLOSING DATE AS AGREED, THE SUCCESSFUL BIDDER’S INITIAL DEPOSIT SHALL BE RETAINED BY THE SELLER AS LIQUIDATED DAMAGES TO COMPENSATE SELLER AND AUCTIONEER FOR THEIR DAMAGES INCURRED BY THE BUYER’S FAILURE TO PERFORM. At the Closing, the Seller shall convey title to the Subscriber properties free and clear of all liens and encumbrances. The sale is without contingencies, and the Property is being conveyed “as is” “where is” and with no representations and warranties of any kind or nature, express, implied or statutory and shall remain subject to a custodian designated by all Permitted Title Exceptions as described in Paragraph 11 below. The Seller agrees to execute all other documents and disclosure statements as may be required to sell or convey the Subscriber, as applicableProperty to Buyer. In the event that Seller cancels this Contract because of Buyer’s breach, Seller shall give written notice to Buyer at Buyer’s address hereinabove. No further consent or other actions of Buyer will be necessary for the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed Initial Deposit to be forfeited to Seller in the event of a failure of any of the conditions to Closing set forth in Section 3 breach of this Agreement by Buyer and Escrow Holder is hereby instructed to be satisfied or waived on or prior release the Initial Deposit to Seller upon the Closing, and (B) the Subscriber shall still be obligated to consummate termination of this Agreement because of a breach of this Agreement by Buyer. The date set for the Closing upon may be extended for a period of no more than (I30) satisfaction of the conditions set forth days with Sellers consent, which consent may be given or withheld in Section 3 below and (II) the CompanySeller’s delivery to the Subscriber of a new Closing Noticesole discretion.

Closing. The closing A Closing shall consist of the sale execution and delivery of Shares (documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the “Closing”) contemplated under Purchase Price as allocated to each Property in accordance with the terms of this Agreement Agreement, in escrow with Escrow Agent. Each Closing shall occur on such date and time as mutually agreed to by Buyer and Seller in writing, but in no event later than that date which is fifteen (15) days after the date of, and immediately prior to, the consummation end of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company Examination Period with respect to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions such Property, subject however, to the closing of the Transaction Buyer's right to be satisfied on a date that is not less than two (2) Business Days from extend the date of the a Closing Notice, the Subscriber pursuant to this Section 10. Seller shall deliver to Buyer at Closing the Company on following executed documents: (a) A bargain and sale deed (or prior its equivalent which provides covenants against grantor's acts) from Seller to Buyer conveying the applicable Real Property to Buyer subject only to the closing date specified Permitted Exceptions; (b) an Assignment and Assumption of Lease, in the Closing Notice (form attached hereto as Exhibit A from Seller to Buyer assigning the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds Lease applicable to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the SubscriberSeller's Property, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellationsecurity deposits thereunder, to Buyer; (Ac) a failure ▇▇▇▇ of Sale in the form of Exhibit B attached hereto from Seller to close on Buyer conveying the Expected Closing Date shall notPersonalty and Intangible Property owned by such Seller to Buyer; (d) an Assignment of Contracts, by itselfPermits, be deemed Licenses and Warranties in the form of Exhibit C attached hereto from Seller to Buyer; (e) a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior made pursuant to the Closingterms hereof, and (B) the Subscriber shall still be obligated to consummate the funds required for Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.as contemplated hereunder;

Closing. (a) The closing (the “Put Closing”) of any purchase and sale of all or any portion of any Notes, Warrant Rights or Shares of any exercising Put Party pursuant to Section 2 shall be held on that date (the “Put Date”) mutually agreed to by the Company and CII, and which is no later than the sixtieth (60th ) business day after CII’s delivery of the applicable Notice of Put to the Company. The closing of the sale any Put pursuant to any Notice of Shares (the “Closing”) contemplated under this Agreement Put shall occur on at the date ofsame Put Closing. (b) At any Put Closing, each participating Put Party will deliver, as applicable and subject to the applicable Notice of Put, its/his/her Warrant, its/his/her Notes or the certificates representing its/his/her Shares, duly endorsed for transfer to the Company, and immediately prior tothe Company will deliver to each such Put Party the Put Price for any Note, Warrant Rights and Shares made the subject of the Notice of Put in cash, certified or bank check, or by wire transfer. If any Put Party shall have sold less than all of its/his/her Warrant Rights under the Warrant so delivered, the consummation Company shall deliver to such Put Party a new Warrant (as requested by such Put Party) evidencing the Warrant Rights of such Put Party not made the subject of the TransactionNotice of Put. Upon If any Put Party shall have sold less than the entire outstanding principal under any Note so delivered, the Company shall deliver to such Put Party a new Note (as requested by such Put Party) evidencing outstanding indebtedness to such Put Party not made the subject of the Notice of Put. (c) If the net assets of the Company are insufficient to pay the full Put Price to each Put Party participating in any Put Closing, the net assets shall be distributed at such Put Closing in the following order of priority: (i) satisfaction first, ratably among the participating Put Parties in proportion to the full Put Price that each such Put Party is otherwise entitled to receive upon any Notes held by such Put Parties; and (ii) second, ratably among the participating Put Parties in proportion to the full Put Price that each such Put Party is otherwise entitled to receive upon any Shares and Warrant Rights held by such Put Parties, provided, however, that such Put Price for Shares and Warrant Rights shall be ratably distributed to such Put Parties in such order of priority of such Shares (or such Shares issuable upon exercise of such Warrant Rights) with respect to rights to liquidation proceeds under the Operating Agreement. (d) Notwithstanding anything to the contrary herein, in the event that (i) CII and any other Put Party exercises its/his/her respective right to Put under this Agreement, and (ii) CII and the Company mutually agree that the payment of the conditions Put Price to CII shall be made other than in cash at the Put Closing (as set forth in Section 3 below and (ii3(b) written notice from (or on behalf ofabove) the Company to the Subscriber (the “Closing NoticeModified Payment Terms”) that ), then the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries Put Price shall be deemed cancelled. Notwithstanding paid to each such return or cancellation, (A) a failure to close on other Put Party in accordance with the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeModified Payment Terms.

Closing. The closing of the sale of Shares hereunder (the “Closing”) contemplated shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall occur on be at the date of, and immediately prior to, the consummation offices of the Transaction. Upon Escrow Agent on or before ten (i10) satisfaction days following the expiration of the conditions set forth Due Diligence Period, or such other date and time as Buyer and Seller may mutually agree upon in Section 3 below and writing (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”). Such date and time may not be extended without the prior written approval of both Seller and Buyer except as set forth in Section 9.5.3. No later than 10:00 a.m. Eastern Time on the Closing Date, (x) Buyer and Seller shall deposit in escrow with the Subscription Amount Escrow Agent fully executed and acknowledged originals of all the Closing Documents required to be delivered by such party, with the documents to be recorded being in form confirmed by the Escrow Agent to be in satisfactory form for recording, and Buyer shall deposit in escrow with the Escrow Agent the Purchase Price (subject to adjustments described in Section 9.6), together with all other costs and amounts to be paid by Buyer at the Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer of United States dollars in immediately available funds to the an account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian be designated by the Subscriber, as applicableEscrow Agent. In No later than 1:00 p.m. Eastern Time on the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, (a) Buyer will direct the Company shall promptly Escrow Agent to (but no later than ten (10i) Business Days thereafter) return the Subscription Amount pay to the Subscriber Seller by Federal Reserve wire transfer of United States dollars in immediately available funds to an account designated by Seller, the account specified Purchase Price (subject to adjustments described in Section 9.6), less any costs or other amounts to be paid by Seller at Closing pursuant to the Subscriberterms of this Agreement, all pursuant to the final Settlement Statement, and any book entries (ii) pay all appropriate payees the other costs and amounts to be paid by Buyer at Closing pursuant to the terms of this Agreement and (b) Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement and the Settlement Statement, and to file the Articles of Transfer and record the Deed. It shall constitute a condition precedent to Seller’s obligations to consummate the Closing hereunder that all of the representations, warranties, covenants, and agreements of Buyer contained herein shall be deemed cancelledtrue and correct and/or shall have been performed, as the case may be, in all material respects. Notwithstanding such return or cancellationIt shall constitute a condition precedent to Buyer’s obligations to consummate the Closing hereunder that all of the material representations, (A) a failure to close on warranties, covenants, and agreements of Seller contained herein shall be true and correct and/or shall have been performed, as the Expected Closing Date case may be, in all material respects. Additionally, it shall not, by itself, be deemed to be a failure condition precedent for each of Buyer’s and Seller’s obligation to consummate the Closing that the Companion Contracts close simultaneously with this Agreement. Buyer’s obligation to consummate the Closing hereunder shall also be subject to the following conditions precedent, any of which may be waived by Buyer in its sole, absolute and unreviewable discretion: (a) There has been no material adverse change to the condition of the Property since the expiration of the Due Diligence Period. (b) The Title Company shall be in a position, subject only to the payment by Purchaser of the costs and fees related thereto and satisfaction of the other conditions set forth in the Title Commitment, to issue at Closing a Title Policy satisfying the requirements set forth in Section 3 4.2 of this Agreement to be satisfied or waived on or prior to the Closing, and Agreement. (Bc) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction Each of the conditions set forth Leases of the Major Tenants (as hereinafter defined) is in Section 3 below full force and (II) the Company’s delivery to the Subscriber of a new Closing Noticeeffect.

Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date of, of the Transaction (the “Closing Date”) and immediately be conditioned upon the prior to, the or substantially concurrent consummation of the Transaction. Upon (i) Transaction and satisfaction of the other conditions set forth in Section 3 below and (ii) hereof. Upon delivery of written notice from (or on behalf of) the Company NextGen to the Subscriber Investor (the “Closing Notice”) ), that the Company NextGen reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than two five (25) Business Days business days from the date of on which the Closing NoticeNotice is delivered to the Investor, the Subscriber Investor shall deliver to the Company on or NextGen, one (1) business day prior to the expected closing date specified in the Closing Notice (the “Expected Closing Date”; the or such other date on which the Closing actually occursagreed to in writing by NextGen), the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company NextGen in the Closing Notice against delivery Notice. On the Closing Date, NextGen shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book-entry form in the name of the Shares Investor on NextGen’s share register. 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 certificated New York, New York or book entry form governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to close. Prior to or at the Subscriber Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or to a custodian designated by the Subscriber, as applicableappropriate Form W-8. In the event the closing of the Transaction Closing Date does not occur within ten two (102) Business Days of business days after the Expected expected closing date specified in the Closing DateNotice, the Company NextGen shall promptly (but no not later than ten two (102) Business Days thereafterbusiness days after the expected closing date specified in the Closing Notice) return the Subscription Amount to the Subscriber Investor by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the SubscriberInvestor, and any book book-entries for the Shares shall be deemed cancelled. Notwithstanding ; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or cancellationrelieve the Investor of its obligation to purchase the Shares at the Closing. For the avoidance of doubt, (A) a failure to close on if any termination hereof occurs after the Expected Closing Date shall not, delivery by itself, be deemed to be a failure of any the Investor of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or Subscription Amount for the Shares and prior to the Closing, and NextGen shall promptly (Bbut not later than three (3) business days thereafter) return the Subscriber shall still be obligated Purchase Price to consummate the Closing upon (I) satisfaction Investor without any deduction for or on account of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticeany tax, withholding, charges or set-off.

Closing. (a) The closing of the sale of Shares transactions contemplated by this Subscription Agreement (the “Closing”) contemplated under this Agreement is contingent upon, and shall occur on the date of, and immediately prior tofollowing, the consummation of the TransactionMerger. Upon Not less than twelve (i12) satisfaction business days prior to the expected closing date of the conditions set forth in Section 3 below and (ii) Merger, the Issuer shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that of such expected closing date and the Company reasonably expects all conditions to the closing Issuer’s good faith estimate of the Transaction number of Acquired Securities to be satisfied on a date that is not purchased by Subscriber at the Closing. Not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or business days prior to the closing date of the Merger (such date, which shall be no earlier than the date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursNotice, the “Closing Date”), the Issuer shall provide written notice to Subscriber of the Closing Date and the number of Acquired Securities to be purchased by Subscriber at the Closing (which number shall be no greater than the number specified in the Closing Notice). On the Closing Date, the Issuer shall deliver to Subscriber (i) the Subscription Amount Acquired Common Shares in book entry form, the Acquired Preference Shares in book entry form and the Warrant representing the Acquired Warrants, in each case free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws, the Certificate of Designation, the Warrant and the Shareholders Agreement), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or a custodian designated by Subscriber, as applicable, and (ii) a copy of the irrevocable instruction letter delivered by the Issuer to the Issuer’s transfer agent (the “Transfer Agent”) directing the Transfer Agent to record Subscriber as the owner of the Acquired Common Shares on and as of the Closing Date. Upon confirmation of delivery of such irrevocable instruction letter with respect to the Acquired Common Shares, book entry notation with respect to the Acquired Preference Shares and Warrant with respect to the Acquired Warrant Shares, Subscriber shall deliver to the Issuer the Aggregate Purchase Price for the Acquired Securities by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice against delivery Notice. (b) The Closing shall be subject to the conditions that, on the Closing Date: (i) the Issuer shall have obtained approval of The Nasdaq Stock Market (“Nasdaq”) to list the Acquired Common Shares and the Underlying Common Shares, subject to official notice of issuance; (ii) the Issuer shall have executed and delivered the Certificate of Designation and the Warrant; (iii) the Issuer and each of the Shares other parties thereto (other than Subscriber) shall have executed and delivered the Shareholders Agreement; (iv) all representations and warranties of the Issuer and Subscriber contained in certificated or book entry form this Subscription Agreement shall be true and correct in all material respects (or, to the Subscriber extent qualified by materiality or to a custodian designated by the Subscribersimilar qualifier, in all respects) as applicable. In the event the closing of the Transaction does not occur within ten Closing Date (10) Business Days or, if expressly relating to an earlier date, then as of such date), and consummation of the Expected Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (v) the Issuer shall have performed, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be performed, satisfied or waived on complied with by it at or prior to the Closing; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any 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 instituted or threatened a proceeding seeking to impose any such prevention or prohibition; (vii) the Merger Agreement shall not have been amended after the date hereof to adversely affect Subscriber (it being agreed that any amendment not relating to the “Exchange Ratio” therein does not adversely affect subscriber); (viii) the Merger shall have occurred; and (ix) the Issuer’s Series A preference shares shall have been redeemed in full by the Issuer. (c) At or prior to the Closing, the parties hereto shall execute and (B) deliver such additional documents and take such additional actions as the Subscriber shall still parties reasonably may deem to be obligated practical and necessary in order to consummate the Closing upon transactions contemplated by this Subscription Agreement. (Id) satisfaction Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall have no obligation to issue any of the conditions set forth in Section 3 below and (II) the Company’s delivery Acquired Securities to the Subscriber any person who is a resident of a new Closing Noticejurisdiction in which the issuance of Acquired Securities or Underlying Common Shares to such person would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction.

Closing. The closing of the sale issuance of the Shares contemplated hereby (the “Subscription Closing”) contemplated under this Agreement is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the date of, and immediately prior tosubstantially concurrent with, the consummation of the TransactionTransaction Closing (the “Transaction Closing Date”). Upon Not less than five (i5) satisfaction of business days prior to the conditions set forth in Section 3 below and (ii) scheduled Transaction Closing Date, the Company shall provide written notice from (or on behalf of) the Company to the Subscriber undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction Closing to be satisfied on a date that is not less than two or waived, and (2iii) Business Days from wire instructions for delivery of the date of Subscription Price by the undersigned to the Escrow Agent (as defined below) or the Company, as applicable. The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one (1) business day prior to the Transaction Closing Date specified in the Closing Notice, the Subscriber Subscription Price, which shall deliver to be held in a segregated escrow account for the Company on or prior to benefit of the closing date specified in the Closing Notice Subscribers (the “Expected Escrow Account”) until the Subscription Closing Datepursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the undersigned (the “Escrow Agreement”; ) to be entered into by the date on which the Closing actually occursundersigned, the “Closing Date”) Company and the Subscription Amount Escrow Agent, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice Notice; provided, however, that in the event the undersigned is not legally permitted to deliver the Subscription Price in accordance with this sentence or is otherwise expected by its primary regulator to deliver payment against delivery of the Shares in certificated or book entry form Shares, the undersigned shall instruct its custodian bank to deliver to the Subscriber or to a custodian designated Company, by the Subscriber, as applicable. In the event the closing of 10:00 a.m. (New York time) on the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber Price by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth Company in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing Notice. On the Transaction Closing Date, upon satisfaction (Ior, if applicable, waiver) satisfaction of the conditions set forth in Section 3 below hereof and prior to the release of the Subscription Price by the undersigned, the Company shall deliver to the undersigned (i) the Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (IIii) a copy of the records of the Company’s delivery transfer agent (the “Transfer Agent”) showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date; provided that, (x) if such book entry is made prior to the Subscriber Company’s receipt of a new the Subscription Price from the undersigned and (y) such Subscription Price is not received by the Company on the Transaction Closing Date, then without limiting any rights of any party under this Subscription Agreement, the Company may, without any action of the undersigned, cause such book entries to be automatically cancelled, void and of no further force and effect. If the Transaction Closing does not occur within two (2) business days of the transaction closing date specified in the Closing Notice, the Escrow Agent (or the Company, as applicable) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Subscription Price has been released by the Escrow Agent or if the Subscription Price was paid directly to the Company) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book-entries shall be deemed cancelled. Notwithstanding anything to the contrary in Section 9 hereof, if this Subscription Agreement terminates following the delivery by the undersigned of the Subscription Price for the Shares, the Escrow Agent (or the Company, if the Subscription Price was paid directly to the Company) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, without any deduction for or on account of any tax, withholding, charges, or set-off, whether or not the Transaction Closing shall have occurred. Notwithstanding anything to the contrary in Section 9 hereof, if this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, without any deduction for or on account of any tax, withholding, charges, or set-off of the Subscription Price by the Escrow Agent or the Company, as applicable, transfer and deliver (and execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to effectuate such transfer and delivery of) the Shares to the Company.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the Transaction. Upon (i) satisfaction Transaction and shall occur immediately prior to the merger of Pace into a subsidiary of the conditions set forth Issuer in Section 3 below and connection therewith. Not less than five (ii5) business days prior to the scheduled closing date of the Transaction (the “Closing Date”), Pace shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the such Closing Notice, the Date. Subscriber shall deliver to the Company on or Pace at least one (1) business day prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; , to be held in escrow until the date on which the Closing actually occursClosing, the “Closing Date”) Purchase Price for the Subscription Amount Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company Pace in the Closing Notice against delivery of Notice. On the Closing Date, Pace shall deliver to Subscriber the Acquired Shares in certificated or book entry form to and a copy of the register of members of Pace showing Subscriber as the owner of the Acquired Shares, and the Purchase Price shall be released from escrow automatically and without further action by Pace or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction Closing does not occur within ten (10) Business Days of on the Expected Closing Date, the Company Pace shall promptly (but no not later than ten one (101) Business Days business day thereafter) return the Subscription Amount Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of Pace, the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by wire transfer each of United States dollars Pace, the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in immediately available funds this Subscription Agreement as of the Closing Date; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, 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 (iv) all conditions precedent to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any closing of the conditions to Closing set forth in Section 3 Transaction, including the approval of this Agreement to be Pace’s shareholders, shall have been satisfied or waived on or prior (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction). c. At the Closing, the parties hereto shall execute and (B) deliver such additional documents and take such additional actions as the Subscriber shall still parties reasonably may deem to be obligated practical and necessary in order to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSubscription as contemplated by this Subscription Agreement.

Closing. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to (but subject to), the consummation of the Transaction. Upon Transactions and the terms and conditions of this Subscription Agreement (i) satisfaction the date of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (Closing, the “Closing NoticeDate”). Not less than five (5) Business Days prior to the date that the Company Issuer reasonably expects all conditions to the closing of the Transaction Transactions to be satisfied on a date that is not less (the “Expected Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) specifying (i) the Expected Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer. Subscriber shall deliver to the Issuer no later than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) Purchase Price for the Subscription Amount Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice against delivery of Notice, such funds to be held by the Shares Issuer in certificated escrow until the Closing. If the Transactions are not consummated on or book entry form prior to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten fifth (105th) Business Days of Day after the Expected Closing Date, the Company Issuer shall promptly (but no later than ten two (102) Business Days thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellationreturn, (Ai) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement to be satisfied or waived on or prior to the ClosingClosing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below 3. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (II) other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Company’s delivery Issuer, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer (a copy of which showing Subscriber as the owner of the Subscribed Shares on and as of the Closing Date shall be provided to Subscriber on the Subscriber Closing Date or promptly thereafter). For purposes of this Subscription Agreement, “Business Day” means any day that, in New York, New York, is neither a new Closing Noticelegal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close.

Closing. The time of closing of the sale of Shares Contract (the “"Closing”") contemplated under this Agreement shall (unless mutually otherwise agreed) occur at the office of the Title Insurer on the date of, and immediately prior to, thirty (30) days after the consummation later of the Transaction. Upon (i) satisfaction exercise of the conditions set forth in Option pursuant to Section 3 below 26.2(A)(i) and (ii) written notice from or Landlord's receipt of both the survey and title commitment. Rents, premiums under assignable insurance policies (or on behalf ofif any) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing and other similar items shall be adjusted ratably as of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and such prorations shall be final. General taxes and assessments for the Property shall be adjusted ratably as of the date of Closing on the basis of the most currently available real estate tax ▇▇▇▇, and shall be reprorated between the parties upon receipt of the final tax bills therefor. Except as otherwise expressly set forth herein (B) e.g., with respect to title insurance and a survey), all expenses in connection with the Subscriber Closing shall still be obligated allocated among and borne by the parties in accordance with custom. This sale shall be closed through a "New York-style" escrow with the Escrowee in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Escrowee with such special provisions inserted therein as may be required to conform with the Contract. The costs of the ▇▇▇▇▇▇▇ Money and closing escrows shall be divided equally between Landlord and Tenant. All prorations made pursuant to this Section 26.5 shall take into account the tenancy of the Tenant and the requirements imposed under this Lease with respect to Tenant's payment of Base Rent and Additional Rent, including, but not limited to, its proportionate share of Operating Expenses. Tenant shall acquire the Property on a strict and absolute "as-is," "where-is" basis, without any representations or warranties of any nature whatsoever from Landlord, nor shall Landlord have any obligation whatsoever to perform any repairs of any nature at the Property as a condition to Tenant's obligation to consummate the Closing upon (I) satisfaction of after exercising the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeOption.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the same date ofas the Transactions, and immediately prior to, following the consummation of the Transaction. Upon Mergers (ithe “Closing Date”). (b) satisfaction of At least five (5) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, Pubco shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions to anticipated Closing Date and (ii) the closing wire instructions for delivery of the Transaction Purchase Price to be satisfied on a date that is not less Pubco. No later than two (2) Business Days from the date of prior to the Closing NoticeDate, the Subscriber shall deliver to the Company on or prior to the closing date specified Pubco such information as is reasonably requested in the Closing Notice in order for Pubco to issue the Subscribed Shares to Subscriber. (c) Subscriber shall deliver to Pubco, prior to 9:30 a.m. (Eastern time), on the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by Purchase Price in cash via wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by Pubco to Subscriber of the Subscribed Shares in certificated or book entry form pursuant to the Deposit/Withdrawal at Custodian (“DWAC”) procedures of the Depository Trust Company (“DTC”) and the Share Agent, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Certificate of Designations, this Subscription Agreement, the certificate of incorporation and bylaws of Pubco as may be in effect from time to time (the “Pubco Organizational Documents”) or state or federal securities laws), in the name of Subscriber (which Share Agent shall have properly posted such DWAC for release through the facilities of DTC) or to a custodian designated by the Subscriber, as applicable. . (d) In the event that the closing consummation of the Transaction Transactions does not occur within ten two (102) Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, the Company unless otherwise agreed to in writing by SPAC, Pubco and Subscriber, Pubco shall promptly (but in no event later than ten three (103) Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by Subscriber to the Subscriber Pubco by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shares of Preferred Stock shall be transferred to the Share Agent and either deemed cancelledcancelled or deposited in Pubco treasury and no amounts will be owed under such Preferred Stock. Notwithstanding such return or cancellation, (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall still be remain obligated to deliver funds to Pubco, as set forth in the Closing Notice, following Pubco’s delivery to Subscriber and SPAC of a new Closing Notice in accordance with this Section 2 and Subscriber, Pubco and SPAC shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) the Company2 following Pubco’s delivery to the Subscriber and SPAC of a new Closing Notice; provided that only one new Closing Notice may be issued. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York City (New York) or Wilmington (Delaware) are not open for a full business day for the general transaction of business.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transaction (the “Closing Date”), and immediately prior toto or substantially concurrently with, the consummation of the Transaction. Upon . (ib) satisfaction of At least three (3) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two (2) Business Days from prior to the date of anticipated Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to the Company on or prior to Purchase Price for the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in a segregated account until the Closing, and deliver to the Company such information as is required in the Closing Notice against delivery in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in certificated or book entry form 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 Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscriber or to a custodian designated by Subscribed Shares on and as of the Subscriber, as applicableClosing Date. In the event that (i) the closing Company does not accept the subscription or (ii) the consummation of the Transaction does not occur within ten (10) Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than ten twelve (1012) Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by Subscriber to the Subscriber Company by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of New York is closed. Any funds held in such segregated account by the Company will be uninvested, and (II) the Company’s delivery to the Subscriber of a new Closing Noticeshall not be entitled to any interest earned thereon.

Closing. The closing of the sale of Shares (the “Closing”) contemplated under this Agreement Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice before , 2017 (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”). Escrow Holder (as defined in Section 18) is hereby authorized and instructed to conduct the Subscription Amount by wire transfer escrow in accordance with this Contract, its Escrow Instructions which shall follow the terms set forth herein, applicable law and custom and practice of United States dollars the community in immediately available funds which the Escrow Holder is located, including any reporting or requirements of the Internal Revenue Code. If and to the account specified by extent there is any conflict between the Company in escrow instructions and this Contract, the terms of this Contract will control. On the Closing Notice against delivery Date, Seller shall deliver to Buyer a Deed to the Property, which deed shall be without warranties; express, implied or statutory, except as set out elsewhere herein. Buyer may take possession of the Shares in certificated or book entry form Property one (1) day after Closing. IF THE BUYER FAILS TO TIMELY CLOSE THE SALE BY THE CLOSING DATE AS AGREED, THE BUYER’S INITIAL DEPOSIT SHALL BE RETAINED BY THE SELLER AS LIQUIDATED DAMAGES TO COMPENSATE SELLERS DAMAGES INCURRED BY THE BUYER’S FAILURE TO PERFORM. At the Closing, the Seller shall convey title to the Subscriber Property free and clear of all liens and encumbrances. The sale is without contingencies, and the Property is being conveyed “as is” “where is” and with no representations and warranties of any kind or nature, express, implied or statutory and shall remain subject to a custodian designated by all Permitted Title Exceptions as described in Paragraph 11 below. The Seller agrees to execute all other documents and disclosure statements as may be required to sell or convey the Subscriber, as applicableProperty to Buyer. In the event that Seller cancels this Contract because of Buyer’s breach, Seller shall give written notice to Buyer at Buyer’s address hereinabove. No further consent or other actions of Buyer will be necessary for the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed Initial Deposit to be forfeited to Seller in the event of a failure of any of the conditions to Closing set forth in Section 3 breach of this Agreement by Buyer and Escrow Holder is hereby instructed to be satisfied or waived on or prior release the Initial Deposit to Seller upon the Closing, and (B) the Subscriber shall still be obligated to consummate termination of this Agreement because of a breach of this Agreement by Buyer. The date set for the Closing upon may be extended for a period of no more than (I30) satisfaction of the conditions set forth in Section 3 below and (II) the Companydays with Seller’s delivery to the Subscriber of a new Closing Noticeapproval.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the TransactionTransaction and shall occur immediately prior thereto. Upon Not less than five (i5) satisfaction business days prior to the scheduled closing date of the conditions set forth in Section 3 below and Transaction (ii) the “Closing Date”), the Issuer shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the such Closing Notice, the Date. Subscriber shall deliver to the Company on or Issuer at least one (1) business day prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; , to be held in escrow until the date on which the Closing actually occursClosing, the “Closing Date”) Purchase Price for the Subscription Amount Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice against delivery of Notice. b. On the Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Shares in certificated or book entry form to (at the Issuer’s election), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicableapplicable and (ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date. In the event the closing of the Transaction does not occur within ten one (101) Business Days business day of the Expected Closing DateClosing, the Company Issuer shall promptly (but no not later than ten two (102) Business Days business days thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries or share certificates shall be deemed cancelled. Notwithstanding such return or cancellationcancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the Issuer. c. The Closing shall be subject to the conditions that, (A) a failure to close on the Expected Closing Date shall notDate: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, by itself, be deemed to be a failure or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (iii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions to Closing set forth in Section 3 of required by this Subscription Agreement to be performed, satisfied or waived on complied with by it at or prior to the Closing; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any 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 instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and (Bv) all conditions precedent to the Subscriber closing of the Transaction, including the approval of the Issuer’s shareholders, shall still have been satisfied or waived (other than those conditions that may only be obligated satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction). d. At the 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 Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSubscription as contemplated by this Subscription Agreement.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date ofof the Transaction (the “Closing Date”), and immediately prior to, to or substantially concurrently with the consummation of the Transaction. Upon . (ib) satisfaction of At least five (5) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two three (23) Business Days from the date of prior to the Closing NoticeDate, the Subscriber shall deliver to the Company on or prior to Purchase Price for the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice against delivery in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Shares in certificated person (or book entry form to the Subscriber or to a custodian designated nominee if so instructed by the Subscriber) in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Notwithstanding the foregoing and for the avoidance of doubt, in the case of a Subscriber that is an “investment company” registered under the Investment Company Act of 1940, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Dateamended, Subscriber shall deliver to the Company shall promptly (but no later than ten (10) Business Days thereafter) return on the Subscription Amount to anticipated Closing Date the Subscriber Purchase Price for the Subscribed Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall not be an escrow account) against delivery to the undersigned of the Subscribed Shares in book entry form, including evidence from the Company’s transfer agent of such issuance, on the Closing Date as described below. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, 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 Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise reasonably agreed to in writing by Ajax, the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to remain closed in the State of New York or the United Kingdom. Each register and (II) book entry for the Company’s delivery to Subscribed Shares shall contain a notation in substantially the Subscriber of a new Closing Noticefollowing form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”

Closing. The closing of the sale of Shares the Property (the “Closing”) contemplated under this Agreement shall occur on or before ( ) days after the date of, and immediately prior to, the consummation end of the Transaction. Upon (i) satisfaction of the conditions set forth Due Diligence Period, or at such earlier time as PURCHASER shall elect in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not its sole discretion upon giving SELLER no less than two (2( ) Business Days from days prior written notice. The PURCHASER shall have the right to extend the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice by ( ) periods of ( ) days each by depositing with Escrow Agent an additional deposit (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing DateAdditional Deposit”) in the Subscription Amount by wire transfer amount of United States dollars DOLLARS ($ ) for each closing extension. The Additional Deposit shall be non-refundable to PURCHASER in any event, but shall be applied against the Purchase Price. The Closing shall take place before PURCHASER’s attorney or notary public at a mutually convenient time to PURCHASER and SELLER. At the Closing, PURCHASER shall cause to be delivered to SELLER immediately available funds representing the Purchase Price due to SELLER in accordance with this Agreement. SELLER shall deliver any and all documents required by PURCHASER’S attorney or title company to effect the account specified by the Company in the Closing Notice against delivery sale of the Shares in certificated or book entry form to Property, including (without limitation): (i) an Act of Cash Sale transferring the Subscriber or to Property, with waiver of warranty language as set forth herein; (ii) an Acknowledgment of the Purchase Price; (iii) a custodian designated Seller’s/Owner’s Affidavit and Indemnity as required by PURCHASER’S title company; (iv) an Affidavit of Non-Foreign Status exempting SELLER from withholdings required by Section 1445 of the SubscriberInternal Revenue Code of 1986, as applicableamended, and/or all regulations relating thereto; (v) settlement/closing statement in customary form; and (vi) Seller’s Articles of Organization, Operating Agreement and a Resolution of Seller’s members authorizing the sale. In the event the closing Possession of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries Property shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure delivered to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to PURCHASER at the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice.

Closing. The closing Closing of the sale of Shares the Property shall take place through an escrow (the “ClosingEscrow”) contemplated under this Agreement shall occur on the date ofto be established with ▇▇▇▇▇, and immediately prior to▇▇▇▇ & ▇▇▇▇▇, the consummation of the Transaction. Upon L.L.C. (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing NoticeEscrow Holder”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Noticeat ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs▇▇▇▇▇ ▇▇▇, the ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Telephone No.: , Facsimile No.: . The “Closing Date”) ” shall be a date to be chosen by Buyer by written notice to Seller no later than August 30, 2011, and which Closing Date shall be no earlier than September 15, 2011 and no later than September 28, 2011. Notwithstanding the Subscription Amount by wire transfer of United States dollars in immediately available funds to foregoing, Seller shall have the account specified by the Company in the Closing Notice against right, upon delivery of notice to Buyer given at least five (5) days before the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, to extend the Company shall promptly Closing Date up to thirty (but no later than ten (1030) Business Days thereafter) return days in order to coordinate the Subscription Amount to payoff of its existing debt encumbering the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries Property. Escrow shall be deemed cancelled. Notwithstanding such return or cancellation, (A) open upon delivery of a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 fully executed copy of this Agreement to be satisfied or waived on or prior Escrow Holder (“Opening of Escrow”). Escrow Holder shall immediately notify Buyer and Seller of the date of Opening of Escrow and the Escrow Number. The terms “Close of Escrow” and “Closing” shall mean the date the Special Warranty Deed (hereinafter defined) is filed for record in the Land Records of York County, Virginia. At the option of Seller, Closing may take place through a so-called “New York style” closing, subject to the Closingagreement of Buyer’s lender and Buyer’s title insurance company. It is further understood that neither Seller nor Buyer nor their respective counsel need be physically present at the Closing so long as all documents that are required to be delivered at Closing are fully executed, delivered in Escrow and available on the Closing Date, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction an authorized signatory of the conditions set forth affected party is available either in Section 3 below person or by telephone and (II) the Company’s delivery to the Subscriber of a new Closing Noticefacsimile at Closing.

Closing. The Subject to the terms and conditions hereof, the closing of the sale of Shares Purchase (the “Closing”) contemplated under this Agreement shall occur be effected remotely by the exchange of signatures, documents and funds, as and to the extent applicable, by electronic transmission or similar means on March 13, 2024, or at such other time and place as the date of, Company and immediately prior to, Purchasers agree (the consummation of the Transaction“Closing Date”). Upon (iv) satisfaction or (vi) waiver by the party or parties entitled to the benefit thereof, of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) 1.3, at the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeClosing, the Subscriber each Purchaser shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Purchase Price by wire transfer of United States U.S. dollars in immediately available funds to an account of the account specified Company designated in writing by the Company in to such Purchaser. At the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing DateClosing, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount shall, in accordance with this Agreement, deliver to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, each Purchaser (A) a failure to close on the Expected Closing Date shall notnumber of shares of Purchased Stock registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions) with the transfer agent of the Company (the “Transfer Agent”) in book entry form, by itselffree and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws), be deemed in the amount set forth opposite the name of such Purchaser under the heading “Number of Preferred Stock to be a failure Purchased” in the Schedule of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, Purchasers and (B) written notice from the Subscriber shall still Company or its transfer agent evidencing the issuance to the Purchaser of the number of shares of Purchased Stock set forth opposite the name of such Purchaser under the heading “Number of Preferred Stock to be obligated to consummate Purchased” in the Schedule of Purchasers on and as of the Closing upon (I) satisfaction Date. Notwithstanding the foregoing, if Purchaser informs the Company that it is a mutual fund subject to regulations related to the timing of funding and the issuance of securities, or has internal policies and/or procedures relating to the timing of funding and the issuance of securities, such Purchaser shall not be required to wire its Purchase Price until it confirms receipt of a book-entry statement from the Transfer Agent evidencing the issuance of the conditions set forth in Section 3 below Purchased Stock to such Purchaser on and (II) as of the Company’s delivery to the Subscriber of a new Closing NoticeDate.

Closing. The closing of the sale of Shares (the “Closing”) contemplated under this Agreement Closing shall occur on the date ofsame day, and substantially concurrent with but immediately prior topreceding, the consummation of the Transaction. Upon Transactions (i) satisfaction the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth in Section 3 below and herein. Not less than five (ii5) business days prior to the anticipated Closing Date, PubCo shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions of such anticipated Closing Date. Subscriber shall deliver on or before two (2) business days prior to the closing anticipated Closing Date the Purchase Price for the Acquired Securities by wire transfer of U.S. dollars in immediately available funds to the escrow accounts specified by PubCo and MBSC, as applicable, in the Closing Notice, to be held by the escrow agent until the Closing; provided, further, that, in any event, Subscriber will deliver the Common Purchase Price in respect of the Transaction Acquired Shares to be satisfied MBSC prior to the MBSC meeting of shareholders in connection with the Transactions. On the Closing Date, (A) PubCo shall deliver to Subscriber (1) the Notes in book-entry form, delivered in global form through the facilities of The Depository Trust Company (“DTC”), in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the Lock-Up Agreement (as defined in the Business Combination Agreement), if applicable, the Investor Rights Agreement (as defined in the Business Combination Agreement) or applicable state or federal securities laws), to the account(s) specified by Subscriber or to a custodian designated by Subscriber, in the name of Subscriber or its nominee (or the nominee of DTC), as applicable, in each case in accordance with Subscriber’s delivery instructions, and (2) evidence showing Subscriber as beneficial owner of the Notes on and as of the Closing Date and (B) MBSC and/or, where Alternative Election PubCo Common Shares are issued, PubCo, shall deliver to Subscriber (1) the Acquired Shares in book-entry form, in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the Lock-Up Agreement (as defined in the Business Combination Agreement), if applicable, the Investor Rights Agreement (as defined in the Business Combination Agreement) or applicable state, federal or provincial securities laws), to the account(s) specified by Subscriber or to a date that is custodian designated by Subscriber, in the name of Subscriber or its nominee, as applicable, in each case in accordance with Subscriber’s delivery instructions, and (2) a copy of the records of MBSC’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the beneficial owner of the Acquired Shares on and as of the Closing Date. On the Closing Date or as soon as practicable following the Closing Date, PubCo and MBSC, as applicable, shall have duly paid any transfer taxes payable in connection with the sale of the Acquired Securities. 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, or Calgary, Alberta, are authorized or required by law to close. Each book-entry for the Acquired Shares and the Underlying Shares (as defined below) shall contain a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF (I) THE CLOSING DATE, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR TERRITORY. In the event the consummation of the Transactions does not less occur within three (3) business days after the anticipated Closing Date identified in the Closing Notice, PubCo and MBSC shall cause the escrow agent to promptly (but not later than two (2) Business Days from business days thereafter) return the date of Notes Purchase Price and the Closing NoticeCommon Purchase Price, the as applicable, to Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelledcanceled. Notwithstanding such return or cancellation, (Ax) a failure to close on the Expected anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement 2.2 or 2.3 to be satisfied or waived on or prior to the ClosingClosing Date, and (y) unless and until this Subscription Agreement has been terminated in accordance with its terms, Subscriber shall remain obligated (A) to redeliver the funds to PubCo and MBSC in escrow following PubCo’s and MBSC’s delivery to Subscriber of a new Closing Notice and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice2.

Closing. The closing of the sale of Shares hereunder (the “Closing”) contemplated shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall occur be made through escrow at Escrow Agent’s office on the date of, and immediately prior to, that is thirty (30) days after the consummation last day of the Transaction. Upon Due Diligence Period (i) satisfaction of if such day is a business day, or if not a business day, on the conditions set forth first day following such 30th day which is a business day), or such other date and time as Buyer and Seller may mutually agree upon in Section 3 below and writing (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) ). Such date may not be extended without the Subscription Amount prior written approval of both Seller and Buyer. On the Closing Date, Buyer shall deposit in escrow with the Escrow Agent the Purchase Price (subject to adjustments described in Section 9.5), together with all other costs and amounts to be paid by Buyer at the Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer of United States dollars in immediately available funds to the an account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian be designated by the Subscriber, as applicableEscrow Agent. In On the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, Buyer will cause the Company shall promptly Escrow Agent to (but no later than ten (10i) Business Days thereafter) return the Subscription Amount pay to the Subscriber Seller by Federal Reserve wire transfer of United States dollars in immediately available funds to an account designated by Seller, the account specified Purchase Price (subject to adjustments described in Section 9.5), less any costs or other amounts to be paid by Seller at Closing pursuant to the Subscriberterms of this Agreement, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (Aii) a failure to close on pay all appropriate payees the Expected Closing Date shall not, by itself, be deemed other costs and amounts to be a failure of any of paid by Buyer at Closing pursuant to the conditions to Closing set forth in Section 3 terms of this Agreement and Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be satisfied or waived on or prior paid by Seller at Closing pursuant to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction terms of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Noticethis Agreement.

Closing. (a) The closing of the sale of Shares Subscription contemplated hereby (the “Subscription Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the TransactionAcquisition and shall occur substantially concurrently therewith. Upon Not less than three (i3) satisfaction business days prior to the scheduled closing date of the conditions set forth in Section 3 below and Acquisition (ii) the “Closing Date”), Sable shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that of (i) such Closing Date and (ii) the Company reasonably expects all conditions to the closing wire instructions for delivery of the Transaction Purchase Price. On the Closing Date, Sable shall deliver, or cause to be satisfied delivered, to Subscriber (A) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (B) a copy of the records of Sable showing Subscriber as the owner of the Acquired Shares on a date that is not and as of the Closing Date. No less than two (2) Business Days from the date of business days prior to the Closing NoticeDate, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice Sable (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”1) the Subscription Amount Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by Sable in the Company Closing Notice, such funds to be held in escrow until the Subscription Closing[, (2) if Sable notifies Subscriber in the Closing Notice against delivery that Sable does not intend to consummate the ▇▇▇▇▇▇, a duly executed counterpart of the limited liability company agreement of Sable enclosed herewith (the “Limited Liability Company Agreement”)]1 and (3) such information as is reasonably requested in the Closing Notice in order for Sable to cause the Acquired Shares in certificated or book entry form to the Subscriber or be issued and delivered to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction Acquisition does not occur within ten one (101) Business Days business day of the Expected Closing Date, unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Company Investor, Sable shall promptly (but no not later than ten one (101) Business Days business day thereafter) return the Subscription Amount Purchase Price to the Subscriber by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding ; provided, that unless this Subscription Agreement has been terminated pursuant to Section 6 hereof, such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions Purchase Price shall not terminate the Subscription Agreement or relieve the Subscriber of its obligation to purchase the Acquired Shares at the Subscription Closing set forth in Section 3 following Sable’s delivery to Subscriber of this Agreement to be satisfied or waived on or prior a new Closing Notice. Prior to the ClosingClosing Date, and (B) the Subscriber shall still be obligated deliver to consummate the Closing upon Sable a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8. (Ib) satisfaction of In addition to the conditions set forth in Section 3 below 2(a), the Subscription Closing shall be subject to the satisfaction (or waiver (to the extent legally permissible) in writing by the party having the benefit of the applicable condition) of the conditions that, on the Closing Date: (i) solely with respect to Sable, the representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Subscription Closing (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) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), in each case without giving effect to the consummation of the Acquisition or the Merger; (ii) solely with respect to Subscriber, the representations and warranties made by Sable in this Subscription Agreement (other than the representations and warranties set forth in Section 3(b), Section 3(d) and Section 3(h)) shall be true and correct in all material respects as of the Subscription Closing (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) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), and the representations and warranties made by Sable set forth in Section 3(b), Section 3(d) and Section 3(h) shall be true and correct in all respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date) in each case without giving effect to the consummation of the Acquisition or the Merger; (iii) solely with respect to 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; (iv) solely with respect to Sable, 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; (v) [solely with respect to Subscriber, the California State Lands Commission shall have approved for execution (1) Lease 7163 by and between the State of California, as Lessor, and ExxonMobil Corporation or Pacific Offshore Pipeline Company, as Lessee, and (II2) Lease 4977 by and between the State of California, as Lessor, and Pacific Offshore Pipeline Company’s delivery , as Lessee;]2 (vi) 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; (vii) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; and (viii) all conditions precedent to the Subscriber closing of a new Closing Noticethe Acquisition shall have been satisfied or waived (other than those conditions that may only be satisfied at the closing of the Acquisition, but subject to satisfaction of such conditions as of the closing of the Acquisition). (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 transactions contemplated by this Subscription Agreement.

Closing. The closing for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the date of, and immediately prior to, the consummation of the Transaction. Upon following conditions: (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company at least two Business Days prior to the Subscriber (the “related Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeDate, the Subscriber Seller shall deliver to the Company Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or prior the passage of time, would constitute a default under this Agreement or an Event of Default under the Interim Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the closing date specified in Purchaser, duly executed by all signatories other than the Closing Notice Purchaser as required pursuant to the terms hereof; and (iv) all other terms and conditions of this Agreement and the “Expected Closing Date”; related Purchase Price and Terms Agreement shall have been complied with. Subject to the date on which the Closing actually occursforegoing conditions, the “Purchaser shall pay to the Seller on the related Closing Date”) Date the Subscription Amount Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSeller.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under shall occur at such time when those Subscribed Shares that the Forward Purchase Agreement provides will be purchased , and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur on following the delivery of a Pricing Date Notice. Each date ofof the closing of the purchase of the Subscribed Shares, and immediately the “Closing Date”. The closing of the purchase of the Subscribed Shares pursuant to the initial Pricing Date Notice delivered prior to, to the consummation of the Transaction. Upon Business Combination shall be referred to as the “First Closing”. (ib) satisfaction of Promptly before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of Company. No later than one Business Day prior to the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of Closing Date as set forth in the Closing Notice, the Subscriber shall deliver to provide the Company on or prior to the closing date specified Pricing Date Notice as defined in the Closing Notice Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the “Expected Closing Date”; Forward Purchase Agreement as it relates to Additional Shares, for the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in certificated or book entry form to 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 Subscriber (or to a its nominee or custodian designated in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as applicable. promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the closing consummation of the Transaction Transactions does not occur within ten (10) two Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company Company, shall promptly (but in no event later than ten (10) three Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount to the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2 following the Company’s delivery to the Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the date ofClosing Date, and immediately prior to, to the consummation of the Transaction. Upon . (ib) satisfaction of At least five (5) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Company shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the closing of the Transaction to be satisfied on a date that is not less Company. No later than two (2) Business Days from prior to the date of the anticipated Closing NoticeDate, the Subscriber shall deliver to the Company on or prior to Purchase Price for the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice against delivery in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, at the Closing, (i) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (ii) the Company shall deliver to Subscriber (A) the Subscribed Shares in certificated or book entry form to 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 Subscriber (or to a custodian designated by the Subscriberits nominee or custodian, as applicable, in accordance with its delivery instructions), and (B) as promptly as practicable (but not more than 24 hours after the Closing), a copy of the records of the Company’s transfer agent showing Subscriber (or such nominee or custodian, as applicable) as the owner of the Subscribed Shares on and as of the Closing Date. In the event that the closing consummation of the Transaction does not occur within ten five (105) Business Days of after the Expected anticipated Closing Date specified in the Closing Notice (the “Closing Outside Date”), unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than ten five (105) Business Days thereafterafter the Closing Outside Date) return the Subscription Amount funds so delivered by Subscriber to the Subscriber Company by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, cancellation (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 3 below and (II) 2. For the Company’s delivery purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the Subscriber State of a new Closing NoticeNew York.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the TransactionTransactions and shall occur immediately prior thereto. Upon Not less than five (i5) satisfaction business days prior to the scheduled closing date of the conditions set forth in Section 3 below and Transactions (ii) the “Closing Date”), the Issuer shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the such Closing Notice, the Date. Subscriber shall deliver to the Company on or prior to Issuer no later than one (1) business day before the closing date Closing Date (as specified in the Closing Notice (or otherwise agreed to by the “Expected Closing Date”; Issuer and the date on which the Closing actually occurs, the “Closing Date”Subscriber) the Subscription Amount Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds (i) to the account specified by the Issuer in the Closing Notice, to be held in a third-party escrow account (the “Escrow Account”) prior to the Closing Date for the benefit of the Subscriber until the Closing Date, pursuant to the terms of a customary escrow agreement to be entered into by the Issuer and the escrow agent selected by the Issuer (the “Escrow Agent”) or (ii) to an account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Escrow Agent shall release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber, the Escrow Agent or the Issuer, as applicable, shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation. b. The Closing shall be subject to the conditions that, (A) a failure to close on the Expected Closing Date shall notDate: (i) solely with respect to Subscriber, the representations and warranties made by itself, be deemed to be a failure of any of the conditions to Closing Issuer (other than the representations and warranties set forth in Section 3 3(b), Section 3(c) and Section 3(h)) 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, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as of the Closing Date), and the representations and warranties made by the Issuer set forth in Section 3(b), Section 3(c) and Section 3(h) shall be true and correct in all 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 respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) solely with respect to the Issuer, the representations and warranties made by the 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, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as of the Closing Date), in each case without giving effect to the consummation of the Transactions; (iii) 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 waived on complied with by it at or prior to the Closing; (iv) no governmental authority having jurisdiction 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 restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (Bv) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from listing of the Acquired Shares on Nasdaq and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; (vi) solely with respect to Subscriber, no amendment or modification of the Merger Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably be expected to receive under this Subscription Agreement; (vii) No Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Merger Agreement) shall still have occurred between the date of the Merger Agreement and the Closing Date and be obligated continuing; and (viii) all conditions precedent to the closing of the Transactions set forth in the Merger Agreement, shall have been satisfied or waived by the party entitled to the benefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the closing of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions). c. At the 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 Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSubscription as contemplated by this Subscription Agreement.

Closing. The closing of the sale of Shares (the “Closing”) contemplated under of (x) the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder and (y) the termination of the Existing Agreements pursuant to Section 2.08 of this Agreement shall occur on take place simultaneously with the date ofexecution of this Agreement. The Closing shall be deemed effective at the Effective Time. At the Closing: (a) Buyers shall pay the Cash Consideration by delivering to Seller Parent, and immediately prior to, for the consummation benefit of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing NoticeSelling Subsidiaries, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars $1,000,000,000 in immediately available funds by wire transfer to the account specified set forth on Schedule 2.09(a). (b) All orders for Firm Ordered Inventory (including all payables owed to Buyers by any Seller in respect thereof) shall be cancelled automatically without any further action by any party hereto. (c) Sellers and Irish Buyer shall enter into an Assignment and Assumption Agreement with respect to all of the Purchased Assets (except for those assets described in Section 2.01(a)) in the form previously agreed to by the Company parties (the “Assignment and Assumption Agreement”). (d) WC US, WC UK and Buyer Parent shall enter into a Domain Name Transfer Agreement with respect to the Domain Names set forth in Schedule 2.01(a) in the Closing Notice against delivery of the Shares in certificated or book entry form previously agreed to the Subscriber or to a custodian designated by the Subscriberparties (the “Domain Name Transfer Agreement”). (e) WC US, as applicable. In Buyer Parent and Irish Buyer shall enter into a Distribution Agreement in the event form previously agreed to by the closing of parties (the Transaction does not occur within ten “Distribution Agreement”). (10f) Business Days of WC US and ▇▇▇ Pharma Inc. shall enter into the Expected Closing Date, Transition Services Agreement in the Company form previously agreed to by the parties (the “Transition Services Agreement”). (g) Sellers shall promptly deliver or cause to be delivered to Buyers an executed Payoff Letter in the form previously agreed by the parties (but no later than ten (10the “Payoff Letter”) Business Days thereafter) return the Subscription Amount to the Subscriber and shall pay by wire transfer to Credit Suisse that portion of United States dollars the Payoff Amount (as defined in immediately available funds the Payoff Letter) that is not being wired directly to Credit Suisse by Buyers at Closing, in each case, so that the account specified release of Liens on the Purchased Assets as contemplated by the Subscriber, and any book entries Payoff Letter shall be deemed cancelled. Notwithstanding such return effective upon the Closing. (h) Sellers shall deliver or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed cause to be a failure delivered to Buyers and their respective Affiliates such other deeds, bills of any sale, endorsements, consents, assignments and other instruments of conveyance and assignment as the conditions parties and their respective counsel shall deem reasonably necessary to Closing set forth vest in Section 3 of this Agreement Buyers all right, title and interest in, to be satisfied or waived on or prior to and under the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticePurchased Assets.

Closing. The Company shall deliver a notice to the Subscriber, at least five (5) Business Days before the closing of the Business Combination (the “Business Combination Closing”) (or such lesser number of days as the Subscriber may consent to in writing), specifying the date of the Business Combination Closing, the aggregate Purchase Price for the Securities to be purchased by the Subscriber and instructions for wiring the Purchase Price. The closing of the sale of Shares the Securities (the “Closing”) contemplated under this Agreement shall occur be held on the same date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber Business Combination Closing (such date being referred to as the “Forward Closing NoticeDate”). Except as otherwise mutually agreed by the parties hereto, at least one (1) that the Company reasonably expects all conditions Business Day prior to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Forward Closing NoticeDate, the Subscriber shall deliver to the Company on or prior Company, to be held in escrow until the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursClosing, the “Closing Date”) Purchase Price for the Subscription Amount Securities by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Closing Notice against delivery of on the Shares in certificated Forward Closing Date, (i) the Purchase Price shall be released from escrow automatically and without further action by the Company or book entry form the Subscriber and (ii) upon such release, the Company shall issue the Securities to the Subscriber in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Subscriber (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction Business Combination Closing does not occur within ten on the date scheduled for closing (10) Business Days of unless otherwise extended), the Expected Closing Date, shall not occur and the Company shall promptly (but no not later than ten one (101) Business Days Day thereafter) return the Subscription Amount Purchase Price to the Subscriber Subscriber. For purposes of this Agreement, “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 wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return law or cancellation, (A) a failure regulation to close on in the Expected Closing Date shall notCity of New York, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeNew York.

Closing. The consummation of the sale, transfer, and conveyance of title, ownership, and control of the Property to Purchaser and the closing of the sale of Shares other transfers and transactions contemplated by this Agreement (collectively, the “Closing”) contemplated under shall be defined as the date that the following have occurred: (i) the final, mutually approved versions of the Deed and any other necessary conveyance documents have been recorded in the official records of the Cache County Recorder’s Office; (ii) previously approved, executed counterparts of the B▇▇▇ of Sale, the General Assignment, the Assignment of Intangible Property, and all other Seller Closing Documents and Purchaser Closing Documents required of the Parties shall have been delivered to the Title Company, (iii) Purchaser shall have paid to Title Company all funds required from Purchaser necessary to close the transaction the subject of this Agreement at Closing, and (iv) Purchaser shall have directed the Title Company to release the Purchase Price funds to the Seller. The Closing shall occur on or before fifteen (15) days after the date of, and immediately prior to, the consummation expiration of the Transaction. Upon Due Diligence Deadline (i) satisfaction of “Closing Date”), or on such earlier date as may be mutually agreed by the conditions set forth in Section 3 below Purchaser and (ii) Seller by written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is approved by both Parties, given not less than two five (25) Business Days from calendar days prior to the date of earlier Closing Date. Purchaser shall have the right to extend the Closing NoticeDate for an additional fifteen (15) days, by giving written notice of such extension to Seller on or before the Closing Date. Except as otherwise provided in this Agreement (including, under Section 5.2 above), the Subscriber Closing Date may not be further extended without the prior written approval of Seller and Purchaser. The Closing shall deliver to the Company occur on or prior to the closing date specified Closing Date at an exact time agreed to by the Parties in the Closing Notice (offices of the “Expected Closing Date”; Title Company. Notwithstanding the date on which foregoing, the Parties agree that the Closing actually occurs, may occur through the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or mail and/or electronic transmission pursuant to a custodian designated by mutually acceptable escrow arrangement among the Subscriber, as applicable. In Parties and the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Title Company’s delivery to the Subscriber of a new Closing Notice.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on is contingent upon the date of, and immediately prior to, the substantially concurrent consummation of the TransactionTransactions and shall occur immediately prior thereto. Upon Not less than five (i5) satisfaction business days prior to the scheduled closing date of the conditions set forth in Section 3 below and Transactions (ii) the “Closing Date”), the Issuer shall provide written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the such Closing Notice, the Date. Subscriber shall deliver to the Company on or prior to Issuer no later than one (1) business day before the closing date Closing Date (as specified in the Closing Notice (or such other date as otherwise agreed to by the “Expected Closing Date”; Issuer and the date on which the Closing actually occursSubscriber, the “Closing Purchase Price Payment Date”) the Subscription Amount Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds (i) to the account specified by the Issuer in the Closing Notice, to be held in a third-party escrow account (the “Escrow Account”) designated by the Issuer prior to the Closing Date for the benefit of the Subscriber until the Closing Date or (ii) to an account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form (or, if requested by the Subscriber in writing at a reasonable time in advance of the Closing, certificated), free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Issuer shall, or shall cause the escrow agent for the Escrow Account to, release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber, the Issuer shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries or share certificates shall be deemed cancelled. Notwithstanding such return or cancellation. b. The Closing shall be subject to the conditions that, (A) a failure to close on the Expected Closing Date shall notDate: (i) solely with respect to Subscriber, the representations and warranties made by itself, be deemed to be a failure of any of the conditions to Closing Issuer (other than the representations and warranties set forth in Section 3 3(b), Section 3(c) and Section 3(h)) 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, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the Closing Date), and the representations and warranties made by the Issuer set forth in Section 3(b), Section 3(c) and Section 3(h) shall be true and correct in all 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 respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) solely with respect to the Issuer, the representations and warranties made by the 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, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the Closing Date), in each case without giving effect to the consummation of the Transactions; (iii) 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 waived on complied with by it at or prior to the Closing, and (B) except where the Subscriber shall still failure of such performance or compliance would not or would not reasonably be obligated expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing upon Closing; (Iiv) satisfaction solely with respect to the Issuer, Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; (v) no governmental authority having jurisdiction 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 restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (vi) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from listing of the Acquired Shares on the Nasdaq Capital Market (“Nasdaq”) and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; and (vii) all conditions precedent to the closing of the Transactions set forth in Section 3 below and (II) the Company’s delivery Business Combination Agreement, shall have been satisfied or waived by the party entitled to the Subscriber benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the closing of a new Closing Noticethe Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions). c. At or prior to the 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.

Closing. (a) The closing consummation of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date of, and immediately prior to, the consummation of the Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber Transaction (the “Closing NoticeDate”), immediately prior to or substantially concurrently with the consummation of, and conditioned upon the effectiveness of, the Transaction. (b) that At least ten (10) Business Days prior to the date the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less and the closing of the Transaction to actually occur (the “Anticipated Closing Date”), the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the Anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days from prior to the date Anticipated Closing Date or such other time agreed to in writing between the Company and the Subscriber, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Subscriber shall Company in escrow until the Closing, and deliver to the Company on or prior to the closing date specified such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the “Expected Closing, 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 Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date”; . [Notwithstanding the date foregoing two sentences, if Subscriber informs the Company (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 which the Closing actually occurs, Date (or as soon as practicable following receipt of evidence from the “Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date”) the Subscription Amount Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in certificated or book entry form form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscriber or to a custodian designated by Subscribed Shares on and as of the Subscriber, as applicable. Closing Date.]1 In the event that the closing consummation of the Transaction does not occur within ten two (102) Business Days of after the Expected Anticipated Closing Date, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than ten one (101) Business Days thereafterDay after such two (2) Business Day period has lapsed) return the Subscription Amount Purchase Price so delivered by Subscriber to the Subscriber Company by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (Ax) a failure to close on the Expected anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 of this Agreement 2 to be satisfied or waived on or prior to the ClosingClosing Date, and (By) the unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall still be remain obligated (1) to consummate redeliver funds to the Closing upon (I) satisfaction of the conditions set forth Company in accordance with this Section 3 below and (II) 2 following the Company’s delivery to the Subscriber of a new Closing NoticeNotice and (2) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in either (A) the State of New York or (B) Edinburgh, United Kingdom. 1 Note to Draft: Language to be included for mutual funds.

Closing. The (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the sale of Shares subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and immediately prior tosubstantially concurrently with and conditioned upon the effectiveness of, the consummation of Transaction (such date, the Transaction“Closing Date”). Upon Not less than seven (i7) satisfaction of business days prior to the conditions set forth in Section 3 below and date on which the Company reasonably expects the Closing to occur (ii) the “Scheduled Closing Date”), the Company shall provide written notice from (or on behalf ofwhich may be via email) the Company to the Subscriber (the “Closing Notice”) that of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an account established by the Company reasonably expects all conditions to the closing purpose of collecting funds in advance of the Transaction to be satisfied on a date that is not less than Closing. (b) At least two (2) Business Days from business days prior to the date of the Scheduled Closing NoticeDate, the Subscriber shall deliver to the escrow account referenced above the Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company on shall provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the closing date specified in Closing or the Closing Notice does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, then immediately upon such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “Expected 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 lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the Scheduled Closing Date”; , (i) Subscriber shall deliver to an account specified by the date on Company, which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the Closing actually occurs, Acquired Shares the “Closing Date”) the Subscription Amount Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by and (ii) the Company in the Closing Notice against delivery of the Shares in certificated or book entry form shall deliver to the Subscriber (or to a custodian designated by Subscriber) the SubscriberAcquired Shares, as applicable. In free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the event the closing name of the Transaction Subscriber (or its nominee in accordance with its delivery instructions) on the Company’s share register and will provide to the Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten five (105) Business Days business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of the Expected Closing Dateclosing, the Company shall will promptly (but in no later event longer than ten one (101) Business Days business day thereafter) return the Subscription Amount such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 For purposes of this Agreement 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 be satisfied or waived on or prior close. (c) On the Closing Date, subject to the Closing, and satisfaction or waiver (Bin writing) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below 2(d), (e) and (IIf) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of the Acquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company’s delivery , of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company and IIAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a new specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing Noticeshall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; (iii) no amendment or modification of, or waiver with respect to the terms of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have occurred and the Common Shares (including, for the avoidance of doubt, the Acquired Shares) shall have been approved for listing on the NYSE, subject to official notice of issuance. (g) At the 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 to consummate the subscription as contemplated by this Subscription Agreement.

Closing. (a) The closing of the sale of Shares transactions contemplated by this Agreement (the “Closing”) contemplated under this Agreement ), shall occur on the date of, and immediately prior to, the consummation be effective as of the Transaction. Upon (i) Effective Time, subject to the satisfaction or waiver in writing of all of the conditions set forth in Section 3 below Article VIII and Article IX. The Closing shall occur by electronic delivery of documentation, or by physical exchange of documentation at such location as Seller and Purchaser may mutually agree, (i) on the later of (A) December 9, 2013 and (B) the first Business Day that is a Monday following the first date upon which all of the conditions set forth in Article VIII and Article IX have been satisfied or waived in writing (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) or (ii) written notice from (at such other time, or by such other means, as the Parties may agree in writing. The date on behalf of) which the Company Closing occurs is referred to herein as the Subscriber “Closing Date”. As of 12:01 a.m., Mountain Time Zone, on the Closing Date (the “Effective Time”), Purchaser shall be entitled to take possession of the Assets and to begin operating the Restaurants (except that with respect to the Future Restaurant, the transfer of possession shall occur immediately prior to the opening of the Future Restaurant). (b) No later than one (1) Business Day prior to the Closing NoticeDate, Purchaser shall deposit, or cause to be deposited, with a title company or escrow agent mutually agreed by Seller and Purchaser (the “Title Company”) that the Company reasonably expects all conditions funds in an amount equal to the closing Closing Amount, the TAF and the Development Fee. Subject to the satisfaction or waiver of all of the Transaction conditions set forth in Article VIII and Article IX, Purchaser shall direct the Title Company to be satisfied disburse such funds to Seller (or its designee) at or prior to 12:01 p.m. (EST) on a date that is not less the Closing Date in accordance with the closing statement referenced in Section 2.06(e). No later than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, Seller and Purchaser shall enter into an escrow agreement with the Title Company to give effect to this Section 2.01(b). All fees of the Title Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, be borne equally between Purchaser and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery to the Subscriber of a new Closing NoticeSeller.

Closing. a. The closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date of, and immediately prior to, of the Transaction substantially concurrently with the consummation of the Transaction. Upon not less than five (i5) satisfaction of the conditions set forth in Section 3 below and (ii) business days’ written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two five (25) Business Days business days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Purchase Price for the Acquired Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of (i) the Shares Acquired Securities in certificated book-entry form, free and clear of any liens or book entry form to other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In , (ii) written notice from the event Company or its transfer agent evidencing the issuance to Subscriber of the Acquired Securities on and as of the Closing Date and (iii) written notice from the Company or its transfer agent evidencing the transfer of the Additional Shares. b. The obligations of the Company and Sponsor hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the Company and the Sponsor at any time by providing prior written notice of such waiver: (i) Subscriber shall have delivered to the Company the applicable Purchase Price for the Acquired Securities being purchased by Subscriber at the Closing by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by the Company; (ii) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any 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 restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and (vi) all conditions precedent to the closing of the Transaction does not occur within ten (10) set forth in the Business Days Combination Agreement, including the approval of the Expected Company’s stockholders, shall have been satisfied or waived. c. The obligations of Subscriber hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Subscriber’s sole benefit and may be waived by such Subscriber at any time: (i) the Company shall promptly have delivered to Subscriber the Acquired Securities being purchased by Subscriber at the Closing pursuant to this Subscription Agreement; (ii) Sponsor shall have delivered to Subscriber the Additional Shares being purchased by the Subscriber at the Closing pursuant to this Subscription Agreement; (iii) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except with respect to representations and warranties made as of a particular date, which shall be true and correct in all material respects as of the date specified), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (except with respect to representations and warranties made as of a particular date), but no later than ten (10) Business Days thereafter) return in each case without giving effect to consummation of the Subscription Amount Transaction, and Subscriber shall have received a certificate, executed by the duly authorized officer of the Company, dated as of the Closing Date, to the Subscriber by wire transfer foregoing effect; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of United States dollars in immediately available funds to making consummation of the account specified by transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the Subscribertransactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any book entries shall be deemed cancelled. Notwithstanding such return restraint or cancellationprohibition; (v) no suspension of the qualification of the Acquired Securities for offering or sale or trading in any jurisdiction, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (vi) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions to Closing set forth in Section 3 of required by this Subscription Agreement to be performed, satisfied or waived on complied with by it at or prior to the Closing, and ; (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (IIvii) the Company’s delivery Class A Common Stock shall be listed on the NASDAQ Capital Market (“Nasdaq”), and the Company shall have obtained approval of Nasdaq to list the shares of Class A Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) or upon exercise of the Warrants (the “Warrant Exercise Shares”), subject to official notice of issuance, and no notice of delisting (or notice that the listing or quotation of the Class A Common Stock will be conditioned or delayed) shall have been received from Nasdaq; (viii) all conditions precedent to the Subscriber closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived; (ix) the Transaction shall have been, or substantially concurrently with the Closing shall be, consummated in accordance with the terms of the Business Combination Agreement, dated as of December 20, 2016, and the Side Letter, dated as of December 20, 2016, by and between the Company and the Sponsor (the “Side Letter”, and collectively with the Business Combination Agreement, the “Company Transaction Documents”); and (x) (i) the provisions of the Company Transaction Documents relating directly or indirectly to the right of holders of Class A Common Stock to redeem all or a new portion of their shares of Class A Common Stock in connection with the Closing Noticeor to payments by any person to the Company in connection with such redemptions, including Section 6.3(d) of the Business Combination Agreement and Section 1(b) of the Side Letter and any related defined terms, shall not have been amended or modified in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s rights with respect to such provisions shall have been waived in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and (ii) the Company Transaction Documents shall not otherwise have been amended or modified in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s other rights under the Company Transaction Documents shall have been waived in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, in each case without the prior written consent of Subscriber. d. At the 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.

Closing. The closing of the sale issuance of the Shares contemplated hereby (the “Subscription Closing”) contemplated under this Agreement shall is expected to occur on the date of, and immediately prior to, the consummation or about 5 of the Transaction. Upon December 2022 (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) ). The Company shall provide wire instructions for delivery of the Subscription Amount Price by the undersigned to the Company. The undersigned shall instruct its custodian bank to deliver to the Company, until the Closing Date, the Subscription Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in such wire instructions. On the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly upon satisfaction (but no later than ten (10or, if applicable, waiver) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below hereof and prior to the release of the Subscription Price by the undersigned, the Company shall deliver to the undersigned (i) the Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (IIii) if requested, a copy of the records of the Company’s delivery transfer agent (the “Transfer Agent”) showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Closing Date; provided that, (x) if such book entry is made prior to the Subscriber Company’s receipt of a new the Subscription Price from the undersigned and (y) such Subscription Price is not received by the Company on the Closing NoticeDate, then without limiting any rights of any party under this Subscription Agreement, the Company may, without any action of the undersigned, cause such book entries to be automatically cancelled, void and of no further force and effect.

Closing. The closing of the sale of the Acquired Shares contemplated hereby (the “Closing”) contemplated under this Agreement shall occur on the closing date of, (the “Closing Date”) and immediately be conditioned upon the prior to, the or substantially concurrent consummation of the Transaction. Upon (i) satisfaction delivery of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company Purchaser to the Subscriber Investor (the “Closing Notice”) ), that the Company Issuer and Purchaser reasonably expects expect all conditions to the closing of the Transaction to be satisfied or waived on a an expected closing date that is not less than two fifteen (215) Business Days business days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occursNotice is delivered to the Investor, the “Closing Date”Investor shall deliver to Purchaser at least ten (10) business days prior to the closing date of the Transaction, the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company Purchaser in the Closing Notice against delivery of Notice. On the Closing Date, Purchaser shall issue the Acquired Shares to the Investor and promptly cause such Shares to be registered in certificated or book entry form to in the Subscriber name of the Investor on Purchaser’s share register or to a custodian designated by the Subscriberregister of members, as applicable. In the event the closing of the Transaction does not occur within ten two (102) Business Days business days of the Expected expected closing date in the Closing DateNotice, unless otherwise agreed by Purchaser and the Company Investor, Purchaser shall promptly (but no not later than ten two (102) Business Days business days thereafter) return the Subscription Amount to the Subscriber Investor by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the SubscriberInvestor, and any book entries or share certificates shall be deemed cancelled. Notwithstanding , provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or cancellation, (A) a failure relieve the Investor or its obligations to close on purchase the Expected Closing Date shall not, by itself, be deemed to be a failure of any of Acquired Shares at the conditions to Closing set forth in Section 3 Closing. For purposes of this Agreement 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 be satisfied close. Prior to or waived on or prior to at the Closing, Investor shall deliver to Issuer a duly completed and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery executed Internal Revenue Service Form W-9 or appropriate Form W-8, to the Subscriber of a new Closing Noticeextent applicable.

Closing. (a) The closing of the sale of Shares (the “Closing”) contemplated under of the purchase and sale of the Property shall be held at the office of the Escrow Agent, during normal business hours, on or before February 25, 2011 (such date being hereinafter referred to as the “Closing Date”). Notwithstanding the foregoing, Purchaser and Seller have agreed pursuant to a separate written agreement (attached as Exhibit Q), to a “tiered” closing schedule as it relates to all of the Inland Contracts, and in no event shall Seller be obligated to close on the sale of this Property in a manner which is inconsistent with said closing schedule. Time is of the essence with respect to the Closing Date, it being understood that the provisions of this Agreement regarding the Closing Date are a material inducement to Seller to enter into this Agreement. (b) The delivery to Closing Agent of the Purchase Price and the executed Seller Closing Documents and the executed Purchaser Closing Documents shall occur on be deemed to be a good and sufficient tender of performance of the date ofterms hereof. (c) The following items of expense shall be adjusted as of midnight of the day immediately preceding the Closing Date (such that Seller shall be responsible for all days prior to the Closing Date and Purchaser shall be responsible for all days from and after the Closing Date, and immediately prior toincluding, without limitation, the consummation of the Transaction. Upon Closing Date): (i) satisfaction Real estate taxes that are accrued and unpaid and otherwise due and payable with respect to the Property on the basis of the conditions set forth most current bills or other current information available. Provided, however, the following described tenants pay real estate taxes to landlord under their respective Leases on an annual basis, in Section 3 below arrears (i.e., by EOM December, 2010 for calendar year 2010): ▇▇▇▇, ▇▇ Maxx, Petsmart and Hibbett Sports (the “Annual Real Estate Taxpaying Tenants”) and with respect to insurance reimbursements, the following described tenants pay insurance reimbursement to landlord under their respective Leases on an annual basis, in arrears: Ross, ▇▇▇▇▇▇▇ Sports, and Petsmart (the “Annual Insurance Reimbursement Tenants”). Real Estate taxes and insurance reimbursements for calendar years 2010 and 2011 (if Closing occurs in 2011) to be credited to Purchaser by Seller at Closing will not include a credit for the real estate tax payments due and payable by the Annual Real Estate Taxpaying Tenants or a credit for insurance reimbursement due and payable by the Annual Insurance Reimbursement Tenants for calendar years 2010 and 2011 (if Closing occurs in 2011). Purchaser agrees to ▇▇▇▇ and collect real estate tax reimbursements and insurance reimbursements from the Annual Real Estate Taxpaying Tenants and Annual Insurance Reimbursement Tenants for calendar years 2010 and 2011 (if applicable). At or prior to the Closing Date, Seller shall have fully paid and satisfied all real estate taxes for which a ▇▇▇▇ has issued and shall be entitled to collect from any tenants of the Property each tenant’s proportionate share of said taxes pursuant to the terms of the Existing Leases. In addition, at or prior to the Closing Date, Seller will have fully paid and discharged all special assessments encumbering the Property. (ii) written notice from (or on behalf of) the Company Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other public utilities to the Subscriber (extent such charges are not paid on a pass through basis by the “Closing Notice”) that the Company reasonably expects all conditions to the closing tenants of the Transaction to be satisfied Property. If there are meters on a date that is the Real Property measuring the consumption of water, gas or electric current, Seller shall, not less more than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or days prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on , use its good faith efforts to cause such meters (for utilities for which the Closing actually occursSeller, the “Closing Date”and not tenants, are responsible) the Subscription Amount by wire transfer to be read, and shall pay promptly all utility bills for which Seller is liable upon receipt of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicablestatement therefor. Purchaser shall be liable for and shall pay all utility bills for services rendered after such meter readings. In the event the closing such utility readings cannot be accomplished, another fair and equitable manner of adjustment of utilities, such as an adjustment based on historical estimates of the Transaction does utility charges, shall be undertaken. (iii) All charges payable with respect to the Contracts and other agreements remaining in effect after closing, if any, and all other costs and expenses (if any) of managing, operating, maintaining and repairing the Property to the extent such charges are not occur within ten (10) Business Days paid on a pass through basis by the tenants of the Expected Property. The adjustments described in Sections 13(c)(i) through (iii) shall be paid on the Closing Date by a credit to Purchaser (or Seller, as applicable) against the Purchase Price. If the amount of any of the adjustments described in Sections 13(c)(ii) or (iii) cannot be determined on the Closing Date, the Company parties shall promptly estimate such expenses with an appropriate adjustment therefor being made within thirty (but no later than ten (1030) Business Days days after the Closing Date by good check. In making the adjustments required by this subsection, Seller shall be given credit for all amounts prepaid for the Closing Date and any period thereafter) return , and Seller shall be charged with any unpaid charges for the Subscription Amount period prior to the Subscriber Closing Date. (d) The scheduled monthly rent and other tenant charges (including CAM, real estate taxes and insurance) payable by wire transfer tenants under the Leases shall be adjusted as of United States dollars in midnight of the day immediately available funds preceding the Closing Date (such that Seller is entitled to receive/retain all amounts allocable to the account specified by period prior to the Subscriber, Closing Date and any book entries Purchaser shall receive a credit at closing for the day of closing through the end of the month in which closing occurs). All rent and other charges prepaid to Seller beyond the month in which closing occurs shall be deemed cancelledpaid to Purchaser at closing in the form of a credit against the Purchase Price. Notwithstanding such return or cancellation, (A) a failure Past-due rent and other charges which are due and payable to close on Seller but uncollected as of the Expected Closing Date shall notnot be adjusted, by itself, be deemed to be a failure of any of but Purchaser shall cause the conditions to Closing set forth rent for the month in Section 3 of this Agreement to be satisfied or waived on or which closing occurs and the period prior to the ClosingClosing Date to be remitted to Seller if, as and when collected, in accordance with the provisions of this Section 13(d). On the Closing Date, Seller shall deliver to Purchaser a schedule of all such past due but uncollected rent and other amounts owed by tenants. Purchaser agrees to include the past due amounts in its billing statement to such tenants in arrears as of the Closing Date and to pursue the collection of same. All rent (including base rent, CAM charges, insurance and real estate tax reimbursements), when collected, shall be applied first to Purchaser’s reasonable, third-party collection costs, then to rent (as defined above) due Purchaser, then the excess, if any, to Seller on account of rental arrearages due to Seller. Seller reserves the right to pursue any such arrearages by action against the tenant (not including an action for possession of the tenant’s demised premises nor for termination of its lease). Percentage rents shall be apportioned between Seller and Purchaser upon receipt of the payment from the subject tenant subsequent to the Closing Date, based on the number of days in the lease year (or other period) before and after the Closing Date, respectively. Further, with respect to reconciliations of CAM charges, insurance reimbursements, and (Breal estate tax reimbursements for the calendar year in which Closing occurs, Seller shall deliver to Purchaser at Closing a schedule(s) showing the Subscriber shall still be obligated CAM, insurance reimbursements and real estate tax reimbursements received from tenants prior to consummate the Closing upon (I) satisfaction Date and the operating, insurance and real estate tax expenses of the conditions set forth in Section 3 below and (II) the Company’s delivery Property actually incurred prior to the Subscriber Closing Date. If applicable, Purchaser shall receive a net credit against the Purchase Price to adjust for the foregoing and within 90 days after the expiration of a new the calendar year in which the Closing Notice.occurs, Purchaser and Seller shall re-prorate the CAM, insurance reimbursements and real estate tax reimbursements for the calendar year in which the Closing occurs based on the actual, final numbers and reconcile any adjustments due Seller based on the credits afforded Purchaser at

Closing. The closing Closing of the sale of Shares title hereunder (the “Closing”) contemplated under this Agreement shall occur on will be held at the date of, and immediately prior to, the consummation offices of the Transaction. Upon Title Company, at 1:00 P.M. local time on December 8, 2011, TIME BEING OF THE ESSENCE, (i) satisfaction of the conditions set forth in Section 3 below and (ii) written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Notice, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”), or at such other definite place and time and/or prior date as Seller and Buyer may agree upon in writing; provided, however that Closing shall occur no later than December 16, 2011 (“Outside Closing Date), TIME BEING OF THE ESSENCE; and provided further, however, that if Closing does not occur on December 8, 2011, Buyer shall pay to Seller the amount of Two Thousand Five Hundred ($2500.00) Dollars per day (cumulatively, the “Extension Fee”) which obligation to pay the Extension Fee shall commence on, and include, December 8, 2011, and continue until the earlier of (i) the Subscription Amount date on which Closing does occur, or (ii) the date this Agreement is terminated by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, Seller as applicablehereinafter provided. In the event the closing of the Transaction that Closing does not occur within ten (10) Business Days of on or before the Expected Outside Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount then, notwithstanding anything to the Subscriber contrary contained in this Agreement, the Deposit shall be non-refundable and shall be immediately paid to Seller. The Extension Fee (i) is an amount to be paid by wire transfer of United States dollars in immediately available funds Buyer to the account specified by the SubscriberSeller which is separate and apart from, and any book entries in addition to, the Buyer’s obligations to pay the Purchase Price and the Deposit, (ii) shall not be credited against the Purchase Price or Deposit at Closing, (iii) shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure paid by Buyer to close on the Expected Seller regardless of whether Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement to be satisfied or waived on or prior to the Closingoccurs, and (Biv) shall be paid by Buyer to Seller immediately upon demand by Seller. In the Subscriber event that Closing does not occur on or before the Outside Closing Date, then Seller may terminate this Agreement at any time thereafter in Seller’s sole discretion. Unless otherwise agreed between Buyer and Seller, the transaction contemplated hereby shall still also be obligated to consummate the Closing upon (I) satisfaction closed by means of the conditions set forth in Section 3 below concurrent delivery of the documents of title and (II) the Company’s delivery conveyancing documents, and the payment of the Purchase Price subject to the Subscriber adjustments expressly provided for under the terms of a new Closing Noticethis Agreement. Buyer shall pay for any administrative charges or closing fees of the Title Company and Escrow Agent for the conduct of Closing, if any.

Closing. (a) The closing consummation of the sale of Shares Subscription (the “Closing”) contemplated under this Agreement shall be contingent upon the Merger, and shall be contingent upon and occur on the date of, and Closing Date immediately prior to, to or concurrently with the consummation of the Transaction. Upon . (ib) satisfaction of At least fifteen (15) Business Days before the conditions set forth in Section 3 below and (ii) anticipated Closing Date, the Issuer shall deliver written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) that specifying (i) the Company reasonably expects all conditions anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the closing of the Transaction to be satisfied on a date that is not less Issuer. No later than two three (23) Business Days from the date of after receiving the Closing Notice, the Subscriber shall deliver to the Company on or Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Subscriber. Ten (10) Business Days prior to the closing date expected Closing Date specified in the Closing Notice (Notice, Subscriber shall deliver to the “Expected Closing Date”; the date on which the Closing actually occursIssuer, the “Closing Date”) the Subscription Amount by in cash via wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Subscriber and cause the Subscribed Shares to be registered in certificated or book entry form to form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable. In the event that the closing consummation of the Transaction does not occur within ten (10) Business Days of after the Expected anticipated Closing DateDate specified in the Closing Notice, the Company Issuer shall promptly (but in no event later than ten (10) Business Days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by Subscriber to the Subscriber Issuer by wire transfer of United States dollars in immediately available funds to the account specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return or cancellationof funds shall (x) terminate this Subscription Agreement, (Ay) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 2, or (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Agreement Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to be satisfied or waived on or prior to at the Closing, and (B) the Subscriber shall still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in Section 3 below and (II) the Company’s delivery deliver to the Subscriber of Company a new Closing Noticeduly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. The (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the sale of Shares Subscription contemplated hereby (the “Closing”) contemplated under this Agreement is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and immediately prior tosubstantially concurrently with and conditioned upon the effectiveness of, the consummation of Transaction (such date, the Transaction“Closing Date”). Upon Not less than five (i5) satisfaction of business days prior to the conditions set forth in Section 3 below and date on which the Company reasonably expects the Closing to occur (ii) the “Scheduled Closing Date”), the Company shall provide written notice from (or on behalf ofwhich may be via email) the Company to the Subscriber (the “Closing Notice”) that of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an escrow account established by the Company reasonably expects all conditions to the closing purpose of collecting funds in advance of the Transaction Closing. (b) At least three (3) business days prior to be satisfied on a date that is not less than two (2) Business Days from the date of the Scheduled Closing NoticeDate, the Subscriber shall deliver to the Company on or prior to escrow account referenced above the closing date specified in Purchase Price for the Closing Notice (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) the Subscription Amount Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Company against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten (10) business days following the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than one (1) business days thereafter) after such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business days thereafter) return such funds to Subscriber. 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. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice against delivery Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Shares Lock-Up Undertaking), in certificated the name of Subscriber (or book entry form to the Subscriber his or her nominee in accordance with his or her delivery instructions) or to a custodian designated by the Subscriber, as applicable. In Each book entry for the event Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction does not occur within ten contained in the Business Combination Agreement shall have been satisfied (10) as determined by the parties to the Business Days Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Expected Closing DateTransaction, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount including to the Subscriber by wire transfer extent that any such condition is dependent upon the consummation of United States dollars in immediately available funds the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any terms of the conditions to Closing set forth in Section 3 of this Business Combination Agreement to be satisfied or waived on or prior to the Closing, and (B) the Subscriber closing of the Transaction shall still be obligated scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the Closing upon (I) satisfaction issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions set forth that (i) all representations and warranties of the Subscriber contained in Section 3 below this Subscription Agreement are true and correct in all material respects (IIother than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Company’s delivery to Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by him or her at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a new reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing NoticeDate and (ii) all obligations, covenants and agreements of the Company required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

Closing. The closing completion of the purchase and sale of the Purchased Shares (the “Closing”) contemplated under this Agreement shall occur on take place at the date ofoffices of Weil, and immediately prior toGotshal & ▇▇▇▇▇▇ LLP, the consummation of the Transaction. Upon ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 9:00 a.m., local time, upon five (i5) satisfaction of the conditions set forth in Section 3 below and (ii) Business Days’ written notice from (or on behalf of) the Company to the Subscriber (the “Closing Notice”) from the Company to the Purchaser stating that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) Business Days from the date of the Closing Noticeset forth in Articles 7, the Subscriber shall deliver to the Company on or prior to the closing date specified in the Closing Notice 8 and 9 hereof (the “Expected Closing Date”; the date on which the Closing actually occurs, the “Closing DateConditions”) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Subscriber, as applicable. In the event the closing of the Transaction does not occur within ten (10) Business Days of the Expected Closing Date, the Company shall promptly (but no later than ten (10) Business Days thereafter) return the Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (A) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Agreement are expected to be satisfied or waived on or prior to as of such date. The obligations of the Closing, and (B) the Subscriber shall still be obligated parties to consummate the Closing upon (I) shall remain subject to the actual satisfaction or waiver of the conditions Closing Conditions at such time. If the Closing is not consummated on the date set forth in the Closing Notice because the Closing Conditions have not been satisfied or waived, and this Agreement has not been terminated in accordance with its terms, the Company shall be entitled to give Purchaser a new Closing Notice with a new anticipated date for the Closing. At the Closing, the Company shall, against delivery of full payment for the Purchased Shares to be purchased by the Purchaser as set forth opposite the Purchaser’s name on Schedule I hereto, by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit D, authorize its transfer agent to either issue to the Purchaser via the Depository Trust Company’s DWAC system to the account of the Purchaser’s broker, the number of Purchased Shares set forth on Schedule I hereto or issue to the Purchaser one or more stock certificates (the “Certificates”) registered in the name of the Purchaser (or in such nominee name(s) as designated by the Purchaser in the Stock Certificate Questionnaire attached hereto as Schedule II (the “Stock Certificate Questionnaire”)), representing the number of Purchased Shares set forth on Schedule I hereto, and bearing the legend set forth in Section 3 below and (II4(j) herein. Closing documents may be delivered by facsimile. The date of the Company’s delivery Closing is referred to herein as the Subscriber of a new “Closing NoticeDate.”