8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

---

Date of Report (Date of earliest event reported): November 10, 2021

---

CROWN PROPTECH ACQUISITIONS

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-40017	N/A
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
667 Madison Avenue12th FloorNew York, NY	10065
---	---
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s<br> telephone number, including area code: (212) 563-6400
---
Not Applicable
---
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on whichregistered
Class A ordinary shares, par value $0.0001 per share	CPTK	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CPTK WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	CPTK.U	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into A MaterialDefinitive Agreement.

Business Combination Agreement

On November 10, 2021, Crown PropTech Acquisitions, a Cayman Islands exempted company (“Crown”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Crown, Crown PropTech Merger Sub I Corp., a Delaware corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), and Brivo, Inc., a Nevada corporation (“Brivo”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Crown and Brivo.

The Business Combination

The Business Combination Agreement provides for, among other things, the following transactions: (a) one day prior to the closing date, Crown will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (i) Crown’s name will be changed to “Brivo, Inc.” (“New Brivo”), (ii) each then-issued and outstanding Class A ordinary share of Crown (each, a “CrownClass A Ordinary Share”) will convert automatically into one share of Class A common stock of New Brivo (“New BrivoClass A Common Stock”), (iii) each then-issued and outstanding Class B ordinary share of Crown will first convert automatically, on a one-for-one basis, into one Class A ordinary share of Crown and then immediately thereafter convert automatically, on a one-for-one basis, into one share of New Brivo Class A Common Stock, and (iv) each then-issued and outstanding common warrant of Crown will convert automatically into one warrant to purchase one share of New Brivo Class A Common Stock; and (b) following the Domestication and on the closing date, (i) each share of Brivo Series A-1 preferred stock and Brivo Series A-2 preferred stock, respectively, will be automatically converted into an equal number of shares of Brivo Class B common stock or Brivo Class A common stock, respectively (the “Conversion”), (ii) following the Conversion, Merger Sub I will merge with and into Brivo, whereupon the separate corporate existence of Merger Sub I will cease and Brivo will continue as a wholly owned subsidiary of New Brivo and (iii) following the first merger, Brivo will merge with and into Merger Sub II, whereupon the separate corporate existence of Brivo will cease and Merger Sub II will continue as the surviving company (the “Mergers”).

The Domestication, the Mergers and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”

In connection with the Business Combination, Crown will adopt a dual class stock structure pursuant to which (a) all Brivo equityholders who own less than 20% of New Brivo’s outstanding common stock and all Brivo awardholders will hold shares of New Brivo Class A Common Stock, which will have one vote per share, and (ii) all Brivo equityholders who own 20% or more of Brivo’s outstanding common stock will hold shares of Class B common stock of New Brivo (the “New Brivo Class B Common Stock” and, together with the New Brivo Class A Common Stock, the “New Brivo Common Stock”), which will have 10 votes per share and is convertible on a one-for-one basis into New Brivo Class A Common Stock. The only Brivo equityholder that owns 20% or more Brivo’s common stock is an entity owned by Dean Drako, the Chairman of Brivo. The New Brivo Class B Common Stock will be subject to, among other things, (i) conversion to New Brivo Class A Common Stock upon any transfer of given shares of New Brivo Class B Common Stock (except for certain permitted transfers), (ii) automatic conversion of all New Brivo Class B Common Stock upon the tenth (10th) anniversary of the closing date (the “Class B Common Stock Term”) (provided, that the Class B Common Stock Term shall be extended by an additional five (5) years and expire on the fifteenth (15^th^) anniversary of the closing date in the event that the stock price of New Brivo Class A Common Stock equals or exceeds $15.00 per share on any twenty (20) trading days (which may be consecutive or not consecutive) within any consecutive thirty (30) trading day period that begins at any time after 180 days after the closing date and ends on or prior to the five (5) year anniversary of the closing date) and (iii) automatic conversion of all New Brivo Class B Common Stock if Dean Drako and certain related persons cease to own at least 20% in the aggregate of the New Brivo Common Stock.

The Business Combination is expected to close in mid-2022, following the receipt of the required approval by Crown’s shareholders and the fulfillment of other customary closing conditions. All required approvals of the Brivo shareholders have previously been obtained.

Merger Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement, based on (i) an implied equity value of $800 million plus approximately $2 million representing the aggregate exercise price of vested Brivo options and (ii) a $10 per share price for New Brivo Common Stock, (A) each share of Brivo Class A common stock (excluding dissenting shares and taking into account the Conversion) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New Brivo Class A Common Stock, as determined in the Business Combination Agreement (the “Share Conversion Ratio”), (B) each share of Brivo Class B common stock (excluding dissenting shares and taking into account the Conversion) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New Brivo Class B Common Stock, as determined pursuant to the Share Conversion Ratio, (C) each restricted stock unit of Brivo (whether vested or unvested, although only the vested restricted stock units will be taken into account in calculating the Share Conversion Ratio) will be assumed by New Brivo and converted into a comparable restricted stock unit of New Brivo based on the Share Conversion Ratio and (D) each option of Brivo (whether vested or unvested, although only the vested options will be taken into account in calculating the Share Conversion Ratio) will be assumed by New Brivo and converted into a comparable option that is exercisable for shares of New Brivo Class A Common Stock, with a value based on the Share Conversion Ratio.

A portion of the consideration payable under the prior paragraph will be paid in the form of Earn-Out Shares (as defined in the Business Combination Agreement) (the “Brivo Holder Earn-Out Shares”), which Brivo Holder Earn-Out Shares, in the case of those issued to Brivo equity award holders, will be in the form of restricted stock units. The number of Brivo Holder Earn-Out Shares is 8,500,000. The Brivo Holder Earn-Out Shares will vest in two equal 4,250,000 tranches based on the achievement of post-closing share price targets of New Brivo Class A Common Stock of $13.00 and $15.00, respectively, in each case, for any 20 trading days within any 30 trading day period commencing at any time after 180 days after the closing date and ending on or prior to the fifth anniversary of the closing date. A given achievement metric described above will also be achieved if there is a transaction that results in the shares of common stock of New Brivo being converted into the right to receive cash or other consideration having a per share value (in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, as determined by the board of directors of New Brivo in good faith) in excess of the applicable post-closing share price target set forth above. The Brivo Holder Earn-Out Shares that have not vested by the fifth anniversary of the closing date shall, automatically and without further action on the part of New Brivo or any holder thereof, be forfeited and cancelled for no consideration. Brivo Holder Earn-Out Shares issued in lieu of an unvested Brivo equity award will also be subject to the vesting requirements of the related equity awards and will be forfeited if the employment of the relevant employee terminates prior to the vesting date of the underlying equity award. Prior to vesting or forfeiture, the Brivo Holder Earn-Out Shares that are in the form of shares of New Brivo Common Stock will, with limited exceptions, be entitled to all rights of other shares of New Brivo Common Stock, and the Brivo Holder Earn-Out Shares in the form of restricted stock units of New Brivo will be entitled to payments equivalent to the dividends that would have been paid on the shares underlying those restricted stock units of New Brivo.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. Crown and Brivo have also agreed to take all necessary action such that, effective immediately after the closing of the Business Combination, the New Brivo board of directors (the “Board”) shall consist of seven directors, of whom one individual shall be designated by Crown (who will be Richard Chera, Chairman and Chief Executive Officer of Crown), with the remaining six individuals designated by Brivo (who will include Dean Drako, Chairman of Brivo, and Steve Van Till, Chief Executive Officer of Brivo). In addition, Crown has agreed to adopt (i) an equity incentive plan in an amount not to exceed 8% of New Brivo’s equity interests on a fully-diluted basis with an annual evergreen provision in an amount not to exceed 4% on a fully-diluted basis and (ii) an employee stock purchase plan in an amount not to exceed 2% of New Brivo’s equity interests on a fully-diluted basis with an annual evergreen provision in an amount not to exceed 1% on a fully-diluted basis.

Conditions to Each Party’s Obligations

The obligations of Crown and Brivo to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of Crown’s and Brivo’s shareholders (which approval of Brivo shareholders has already been obtained), (iii) the approval for listing of New Brivo Class A Common Stock to be issued in connection with the Business Combination on the New York Stock Exchange, and (iv) Crown having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the consummation of the sale of the PIPE Notes (as defined below), payment of deferred underwriting commissions Crown is required to pay and after giving effect to the payment required to be made as a result of Crown shareholders exercising their redemption rights.

In addition, the obligation of Brivo to consummate the Business Combination is subject to the fulfilment of other closing conditions, including, but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes (as defined below), equaling no less than $75,000,000 (after deducting any amounts paid to Crown shareholders that exercise their redemption rights in connection with the Business Combination).

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Crown and Brivo, (ii) subject to certain limited exceptions, by either party if any governmental authority shall have enacted, issued, promulgated, enforced or entered any law, injunction, order, decree or ruling which has become final and non-appealable and has the effect of making consummation of the transactions contemplated by the Business Combination Agreement illegal or otherwise preventing or prohibiting consummation of such transactions, (iii) subject to certain limited exceptions, by either party if there is any breach of any representation, warrant, covenant or agreement on the part of the other party set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either Crown or Brivo if the Business Combination is not consummated by July 10, 2022, (v) by either party if the other party has withdrawn its recommendation to its shareholders to approve the transactions contemplated by the Business Combination Agreement or (vi) by either party, if Crown’s shareholders do not approve the transaction proposals at the Crown shareholder meeting (subject to any adjournment or postponement thereof).

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, other than liability of any of the parties for (i) willful breach of the Business Combination Agreement or (ii) fraud.

The foregoing description of the Business Combination Agreement is subject to and qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement is being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Crown’s public disclosures.

Sponsor Agreement

Concurrently with the execution of the Business Combination Agreement, Crown, Crown PropTech Sponsor, LLC (the “Sponsor”), Brivo and certain shareholders of Crown that collectively own 6,210,000 Class B ordinary shares of Crown entered into a sponsor agreement (the “Sponsor Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Mergers) and (ii) waive any adjustment to the conversion ratio set forth in Crown’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of Crown held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement.

In addition, the Sponsor has agreed that 2,384,000 of the Class B ordinary shares of Crown held by the Sponsor as of the date of the Sponsor Agreement (the “SponsorEarn-Out Shares”) will be subject to vesting requirements. The Sponsor Earn-Out Shares will vest in two equal 1,192,000 tranches based on the achievement of post-closing share price targets of New Brivo Class A Common Stock of $13.00 and $15.00, respectively, in each case, for any 20 trading days within any 30 trading day period commencing at any time after the closing date and ending on or prior to the fifth anniversary of the closing date. A given achievement metric described above is also achieved if there is a transaction that results in the shares of common stock of New Brivo being converted into the right to receive cash or other consideration having a per share value (in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, as determined by the board of directors of New Brivo in good faith) in excess of the applicable post-closing share price target set forth above. The Sponsor Earn-Out Shares that have not vested by the fifth anniversary of the Closing shall, automatically and without further action on the part of New Brivo or any holder thereof, be forfeited and cancelled for no consideration. Prior to vesting or forfeiture the Sponsor Earn-Out Shares will, with limited exceptions, be entitled to all rights of other shares of New Brivo Common Stock.

The foregoing description of the Sponsor Agreement is subject to and qualified in its entirety by reference to the full text of the form of Sponsor Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.

PIPE Notes

In connection with the signing of the Business Combination Agreement, Crown entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and, in connection with the consummation of the Mergers, purchase convertible notes of New Brivo (the “PIPE Notes”) (which are convertible into New Brivo Class A Common Stock) with an aggregate principal amount of $75 million, on the terms and subject to the conditions therein.

The PIPE Notes will be issued under an indenture (the “Indenture”), pursuant to which, among other things, the PIPE Notes will have a 5-year term and will bear interest in the first two years at SOFR+9.25% if paid in cash and SOFR+9.50% if paid in kind. The interest rate under the PIPE Notes will increase by 1.0% per annum after the first two years. The PIPE Notes will be issued with an original issue discount of 3.0% of the aggregate principal amount of the PIPE Notes. The PIPE Notes are convertible at the option of holders into New Brivo Class A Common Stock at a conversion price of $11.50 per share.

The obligation of the subscribers to close the purchase of the PIPE Notes is subject to certain closing conditions, including Crown having at closing at least $95 million of unrestricted cash and, to the extent a revolving credit facility exists at closing, the unrestricted cash together with the undrawn availability under that facility being at least $115 million.

In connection with the offering of the PIPE Notes, Crown agreed that following the closing of the Business Combination, an affiliate of Golub Capital LLC (such entity, together with its affiliates, “Golub”), a PIPE Investor, will be entitled to designate one person to attend all meetings of the Board and its committees as an observer, subject to certain customary exceptions. Such right shall exist until the date Golub holds less than $36.5 million aggregate principal amount of PIPE Notes.

The foregoing description of the Subscription Agreements and the Indenture is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement and Indenture, copies of which are included as Exhibits 10.2 and 10.3 hereto, respectively, and the terms of which are incorporated by reference.

Stockholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, EMBUIA LLC, DBV Investments, L.P. and Egis Security Fund II (collectively, the “BrivoVoting Stockholders”) entered into a support agreement (the “Stockholder Support Agreements”) with Crown, pursuant to which the Brivo Voting Stockholders have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Business Combination. The Brivo Voting Stockholders hold sufficient shares of Brivo to cause the approval of the Business Combination on behalf of Brivo.

The foregoing description of the Support Agreements is subject to and qualified in its entirety by reference to the full text of the form of Support Agreement, a copy of which is included as Exhibit 10.4 hereto, and the terms of which are incorporated by reference.

Amended and Restated Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement (but effective as of the closing of the Business Combination), New Brivo, the Sponsor and certain other stockholder of Crown and Brivo entered into an Amended and Restated Registration Rights Agreement (the “Amended and RestatedRegistration Rights Agreement”) pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of Crown and Brivo will be granted certain customary demand and “piggy-back” registration rights with respect to their shares of New Brivo Class A Common Stock, (ii) Sponsor will be subject to a one-year lock up period for its shares of New Brivo Class A Common Stock, which lockup period will terminate early in the event that the closing price of New Brivo Class A Common Stock on the New York Stock Exchange equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days following the closing of the Business Combination and (iii) certain stockholders of Brivo will be subject to a 270-day lock up of their shares of New Brivo Class A Common Stock.

The foregoing description of the Amended and Restated Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights Agreement, a copy of which is included as Exhibit 10.5 hereto, and the terms of which are incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of New Brivo Common Stock to be issued to the Brivo Voting Stockholders in connection with the Business Combination and the shares of New Brivo Class A Common Stock reserved for issuance upon conversion of the PIPE Notes have not been registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), in reliance upon the exemption provided in Section 4(a)(2) thereof.

Additional Information About the Proposed Business Combination andWhere To Find It

The proposed business combination will be submitted to shareholders of Crown for their consideration. Crown intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to Crown’s shareholders in connection with Crown’s solicitation for proxies for the vote by Crown’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Brivo’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, Crown will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. Crown's shareholders and other interested persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with Crown's solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about Crown, Brivo and the proposed business combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by Crown, without charge, at the SEC's website located at www.sec.gov or by directing a request to 667 Madison Avenue, 12th Floor, New York, NY 10065, attention: Nikki Sacks.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREINHAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITSOF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Crown, Brivo and certain of their respective directors, executive officers and other members of management, employees and consultants may, under SEC rules, be deemed to be participants in the solicitations of proxies from Crown’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Crown’s shareholders in connection with the proposed business combination will be set forth in Crown’s proxy statement / prospectus when it is filed with the SEC. You can find more information about Crown’s directors and executive officers in Crown’s final prospectus dated February 8, 2021 and filed with the SEC on February 10, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

Forward Looking Statements

This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the proposed business combination and the potential success of Brivo's go-to-market strategy, and expectations related to the terms and timing of the proposed business combination. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of Brivo’s and Crown’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Brivo and Crown. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of Crown or Brivo is not obtained; the lack of third party valuation in determining whether or not to pursue the proposed business combination; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Brivo; the risk that the conditions to the financing for the proposed business combination may not be satisfied or waived; the effect of the announcement or pendency of the proposed business combination on Brivo’s business relationships, performance and business generally; risks that the proposed business combination disrupts current plans of Brivo and potential difficulties in Brivo employee retention as a result of the proposed business combination; the ability to implement business plans, forecasts and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; Brivo's ability to attract and retain customers; the combined company's ability to up-sell and cross-sell to customers, including the success of Brivo’s customers’ development programs, which will drive future revenues; the ability of the combined company to compete effectively and its ability to manage growth; the amount of redemption requests made by Crown’s public shareholders; the ability of Crown or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; the risk that the combined company’s securities will not be approved for listed on the New York Stock Exchange or if approved, maintain the listing; and those factors discussed in Crown’s final prospectus dated February 8, 2021 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, dated August 16, 2021, and, when available, the preliminary proxy statement/prospectus of Crown related to the proposed business combination, in each case, under the heading “Risk Factors,” and other documents of Crown filed, or to be filed, with the Securities and Exchange Commission (“SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Crown nor Brivo presently know or that Crown and Brivo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Crown’s and Brivo’s expectations, plans or forecasts of future events and views as of the date of this presentation. Crown and Brivo anticipate that subsequent events and developments will cause Crown’s and Brivo’s assessments to change. However, while Crown and Brivo may elect to update these forward-looking statements at some point in the future, Crown and Brivo specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Crown’s and Brivo’s assessments as of any date subsequent to the date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Business Combination Agreement, dated as of November 10, 2021, by and among Crown, Merger Sub I, Merger Sub II and Brivo*
10.1	Sponsor Agreement
10.2	Form of Subscription Agreement*
10.3	Indenture*
10.4	Stockholder Support Agreement
10.5	Amended and Restated Registration Rights Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Certain exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Crown agrees<br>to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
---	---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2021

CROWN PROPTECH ACQUISITIONS.
By:	/s/ Pius Sprenger
	Pius Sprenger
	Chief Financial Officer

Exhibit 2.1

BUSINESS COMBINATION AGREEMENT

by and among

Crown Proptech Acquisitions,

Crown PropTech Merger Sub I Corp.,

Crown PropTech Merger Sub II LLC,

and

Brivo, Inc.

Dated as of November 10, 2021

Tableof Contents

Page

Article I. DEFINITIONS		2
Section 1.01	Certain Definitions	2
Section 1.02	Further Definitions	10
Section 1.03	Construction	14
Article II. DOMESTICATION		15
Section 2.01	Domestication	15
Section 2.02	Bylaws of SPAC	15
Section 2.03	Effects of the Domestication on the Capital Stock of SPAC	15
Article III. AGREEMENT AND PLAN OF MERGER		15
Section 3.01	The Mergers; Effective Times	15
Section 3.02	Closing	16
Section 3.03	Effect of the Mergers	16
Section 3.04	Governing Documents	16
Section 3.05	Directors and Officers of the Surviving Corporation and the Surviving Entity	16
Article IV. CONVERSION OF SECURITIES; Exchange of SHARES		17
Section 4.01	Conversion of Securities	17
Section 4.02	Exchange of Shares	20
Section 4.03	Stock Transfer Books	21
Section 4.04	Payment of Expenses	21
Section 4.05	Dissenters’ Rights	22
Section 4.06	Earn-Out Shares	22
Article V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		23
Section 5.01	Organization and Qualification; Subsidiaries	23
Section 5.02	Certificate of Incorporation and Bylaws	24
Section 5.03	Capitalization	24
Section 5.04	Authority Relative to this Agreement	26
Section 5.05	No Conflict; Required Filings and Consents	27
Section 5.06	Permits; Compliance	27
Section 5.07	Financial Statements	28
Section 5.08	Absence of Certain Changes or Events	30
Section 5.09	Absence of Litigation	30
Section 5.10	Employee Benefit Plans	30
Section 5.11	Labor and Employment Matters	33
Section 5.12	Real Property; Title to Assets	34
Section 5.13	Intellectual Property	35
Section 5.14	Taxes	38

- i -

Tableof Contents

Page

Section 5.15	Environmental Matters	40
Section 5.16	Material Contracts	41
Section 5.17	Insurance	43
Section 5.18	Board Approval; Vote Required	43
Section 5.19	Certain Business Practices	43
Section 5.20	Interested Party Transactions	43
Section 5.21	Customers/Resellers; Suppliers	44
Section 5.22	Certain Business Practices; Anti-Corruption	44
Section 5.23	Exchange Act	45
Section 5.24	Brokers	45
Section 5.25	Exclusivity of Representations and Warranties	45
Article VI. REPRESENTATIONS AND WARRANTIES OF SPAC, MERGER SUB I AND MERGER SUB II		46
Section 6.01	Corporate Organization	46
Section 6.02	Organizational Documents	46
Section 6.03	Capitalization	46
Section 6.04	Authority Relative to This Agreement	48
Section 6.05	No Conflict; Required Filings and Consents	48
Section 6.06	Compliance	49
Section 6.07	SEC Filings; Financial Statements; Sarbanes-Oxley	49
Section 6.08	Absence of Certain Changes or Events	50
Section 6.09	Absence of Litigation	51
Section 6.10	Board Approval; Vote Required	51
Section 6.11	No Prior Operations of Merger Sub I and Merger Sub II	52
Section 6.12	Brokers	52
Section 6.13	SPAC Trust Fund	52
Section 6.14	Employees	53
Section 6.15	Taxes	53
Section 6.16	Listing	55
Section 6.17	SPAC’s, Merger Sub I’s and Merger Sub II’s Investigation and Reliance	55
Section 6.18	Certain Business Practices	55
Section 6.19	Investment Company Act	56
Section 6.20	Takeover Statutes and Charter Provisions	56
Section 6.21	PIPE Investment Amount; Subscription Agreements	56
Section 6.22	Affiliate Agreements	56
Article VII. CONDUCT OF BUSINESS PENDING THE MERGERS		57
Section 7.01	Conduct of Business by the Company Pending the Mergers	57
Section 7.02	Conduct of Business by SPAC, Merger Sub I and Merger Sub II Pending the Mergers	62

- ii -

Tableof Contents

Page

Article VIII. ADDITIONAL AGREEMENTS		62
Section 8.01	Proxy Statement; Registration Statement	64
Section 8.02	SPAC Shareholders’ Meetings; Merger Sub I Stockholder’s Approval; and Merger Sub II Sole Member’s Approval	65
Section 8.03	Company Stockholders’ Written Consent	65
Section 8.04	Access to Information; Confidentiality	66
Section 8.05	No Solicitation	67
Section 8.06	Employee Benefits Matters	68
Section 8.07	Directors’ and Officers’ Indemnification; D&O Tail	69
Section 8.08	Notification of Certain Matters	69
Section 8.09	Further Action; Reasonable Best Efforts	70
Section 8.10	Public Announcements	71
Section 8.11	Tax Matters	72
Section 8.12	Stock Exchange Listing	72
Section 8.13	Antitrust	73
Section 8.14	Financial Statements	74
Section 8.15	Private Placements	74
Section 8.16	Trust Account	74
Section 8.17	Stock Incentive Plan	75
Section 8.18	Section 16 Matters	75
Section 8.19	Director and Officer Appointments	75
Section 8.20	Claims Against Trust Account	76
Section 8.21	Payment of Existing Indebtedness
Section 8.22	Termination of Contracts	76
Article IX. CONDITIONS TO THE MERGERS		77
Section 9.01	Conditions to the Obligations of Each Party	77
Section 9.02	Conditions to the Obligations of SPAC, Merger Sub I and Merger Sub II	78
Section 9.03	Conditions to the Obligations of the Company	79
Article X. TERMINATION, AMENDMENT AND WAIVER		80
Section 10.01	Termination	80
Section 10.02	Effect of Termination	81
Section 10.03	Expenses	81
Section 10.04	Amendment	81
Section 10.05	Waiver	82
Article XI. GENERAL PROVISIONS		82
Section 11.01	Notices	82
Section 11.02	Nonsurvival of Representations, Warranties and Covenants	83
Section 11.03	Severability	83
Section 11.04	Entire Agreement; Assignment	83
Section 11.05	Parties in Interest	83

- iii -

Tableof Contents

Page

Section 11.06	Governing<br> Law	84
Section 11.07	Waiver<br> of Jury Trial	84
Section 11.08	Headings	84
Section 11.09	Counterparts	85
Section 11.10	Specific<br> Performance	85
Section 11.11	Non-Recourse	85
Section 11.12	Legal Representation	85

- iv -

Annexes
Annex<br> I	Earn-Out<br> Merger Consideration
Exhibits
Exhibit A	Form of<br> Surviving Pubco Certificate of Incorporation
Exhibit B	Form of<br> Surviving Pubco Bylaws

- v -

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement (this “Agreement”), dated as of November 10, 2021, is entered into by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (“SPAC”), Crown PropTech Merger Sub I Corp., a Delaware corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), and Brivo, Inc., a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings set forth in Article I.

RECITALS

WHEREAS, SPAC is a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020 and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, Merger Sub I and Merger Sub II are newly formed, wholly owned, direct subsidiaries of SPAC formed for the sole purpose of the Mergers;

WHEREAS, prior to the Closing Date, upon the terms and subject to the conditions of this Agreement, SPAC will domesticate as a Delaware corporation (“Surviving Pubco”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Companies Act (the “Domestication”);

WHEREAS, concurrently with the Domestication, SPAC will file a certificate of incorporation (the “Surviving Pubco Certificate of Incorporation”) with the Secretary of State of Delaware substantially in the form attached hereto as Exhibit A and adopt bylaws (the “Surviving Pubco Bylaws”) substantially in the form attached hereto as Exhibit B;

WHEREAS, following the Domestication, upon the terms and subject to the conditions of this Agreement and in accordance with the Nevada Revised Statutes (the “NRS”), the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), SPAC and the Company will enter into a business combination transaction pursuant to which (i) Merger Sub I will merge with and into the Company pursuant to the First Merger, with the Company surviving the First Merger as the Surviving Corporation, and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II pursuant to the Second Merger, with Merger Sub II surviving as the Surviving Entity;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that the Mergers are advisable to, and in the best interests of, the Company and its stockholders and has approved and adopted this Agreement and approved the Mergers and the other Transactions to which it is a party, and (b) has recommended the approval and adoption of this Agreement and the Mergers by the stockholders of the Company;

WHEREAS, the Board of Directors of SPAC (the “SPAC Board”) has unanimously (a) approved and adopted this Agreement and approved the payment of the Merger Consideration to shareholders of the Company pursuant to this Agreement and approved the other Transactions to which it is a party, including the Domestication, the Mergers, the Private Placements and the other SPAC Proposals, and (b) has recommended the approval and adoption of this Agreement and the Transactions by the shareholders of SPAC;

WHEREAS, the board of directors of Merger Sub I (the “Merger Sub I Board”) has unanimously (a) determined that the Mergers are fair to, and in the best interests of, Merger Sub I and its sole stockholder and has approved and adopted this Agreement and declared its advisability and approved the Mergers and the other Transactions to which it is a party, and (b) has recommended the approval and adoption of this Agreement and the Mergers by the sole stockholder of Merger Sub I;

WHEREAS, the sole member of Merger Sub II (the “Merger Sub II Member”) has unanimously (a) determined that the Mergers are fair to, and in the best interests of, Merger Sub II and its sole member and (b) has approved and adopted this Agreement and approved the Mergers and the other Transactions to which Merger Sub II is a party;

WHEREAS, the Sponsor, the Company, SPAC, and the other persons named therein and party thereto, concurrently with the execution and delivery of this Agreement, and as an inducement for the Company to enter into the Transactions, are entering into the Sponsor Letter Agreement, dated as of the date hereof (the “Sponsor Letter Agreement”), pursuant to which the Sponsor has agreed to (a) vote all of its equity interests in SPAC in favor of the Transactions and the SPAC Proposals, (b) abstain from exercising any redemption rights in connection with the Redemption Rights, (c) subject forty percent (40%) of its founder shares to certain forfeiture and vesting conditions and (d) irrevocably waive any anti-dilution right or other protection with respect to the shares of SPAC Common Stock held by the Sponsor that would result in such shares converting into shares of SPAC Common Stock in connection with any of the transactions contemplated by this Agreement at a ratio of greater than one-for-one;

WHEREAS, SPAC, the Company and certain stockholders of the Company (including the Key Company Stockholder), concurrently with the execution and delivery of this Agreement, and as an inducement for SPAC to enter into the Transactions, are entering into a Stockholder Support Agreement, dated as of the date hereof (the “Stockholder Support Agreement”), pursuant to which such stockholders have agreed not to (a) transfer any shares of Company Capital Stock owned by it, or (b) initiate, solicit, knowingly facilitate or knowingly encourage any inquiries with respect to, or the making of, any Company Acquisition Proposal;

WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC and certain stockholders of the Company and certain shareholders of SPAC (including the Sponsor) are entering into a Registration Rights and Lock-Up Agreement dated as of the date hereof but effective only as of the Closing (the “Registration Rights and Lock-Up Agreement”);

WHEREAS, contemporaneously with the execution of this Agreement, SPAC has entered into subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which such investors, upon the terms and subject to the conditions set forth therein, shall purchase convertible promissory notes of Surviving Pubco that are convertible into Surviving Pubco Class A Common Stock on the terms and subject to the conditions set forth therein (the “Private Placements”), with such purchases to be consummated immediately prior to the consummation of the Transactions; and

WHEREAS, for United States federal income Tax purposes, it is intended that (i) the Domestication qualify as a transaction treated as a reorganization pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the First Merger and the Second Merger, taken together, constitute an integrated transaction that qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, that the Company, Merger Sub I, Merger Sub II and SPAC are parties to such reorganization within the meaning of Section 368(b) of the Code and that this Agreement constitutes a plan of reorganization (clauses (i) and (ii), collectively, the “Intended U.S. Tax Treatment”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I.

DEFINITIONS

Section 1.01 ****Certain Definitions. For purposes of this Agreement:

“affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Aggregate Transaction Consideration” means a number of shares of Surviving Pubco Class A Common Stock and Surviving Pubco Class B Common Stock, as applicable in accordance with Section 4.01, equal to the quotient of (a) the Equity Value plus the aggregate exercise price of all outstanding Company Options that are vested as of the Closing Date and are “in the money” based on a $10.00 value of each share of Surviving Pubco Class A Common Stock divided by (b) $10.00.

2

“Ancillary Agreements” means the Stockholder Support Agreement, the Sponsor Support Agreement, the Registration Rights and Lock-Up Agreement, the Subscription Agreements and all documents and agreements entered into in connection with the Private Placements, the Surviving Pubco Certificate of Incorporation, the Surviving Pubco Bylaws, the Stock Incentive Plan and all other agreements, certificates and instruments executed and delivered by SPAC, Merger Sub I, Merger Sub II or the Company in connection with the Transactions.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws.

“Business Data” means any and all business information and data, including Confidential Information and Personal Information (whether of employees, contractors, consultants, customers, consumers, vendors, suppliers, service providers or other persons and whether in electronic or any other form or medium) that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Business Systems, Products or otherwise in the course of the conduct of the business of the Company or any Company Subsidiary.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, NY or the Cayman Islands.

“Business Systems” means any and all Software, firmware, middleware, workstations, routers, hubs, switches, computer hardware (whether general or special purpose), electronic data processors, databases, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, computer systems and all other information technology equipment, including any outsourced systems and processes, and any Software and systems provided via the cloud or “as a service” and all documentation related to the foregoing, that are owned by, leased or licensed to, or otherwise used in the conduct of the business of, the Company or any Company Subsidiary.

“Company Acquisition Proposal” means any proposal or offer from any person or “group” (as defined in the Exchange Act) (other than SPAC, Merger Sub I, Merger Sub II or their respective affiliates) relating to, in a single transaction or a series of related transactions, (a) any direct or indirect acquisition or purchase of assets that constitute 20% or more of the assets of the Company or any Company Subsidiary, taken as a whole (based on the fair market value thereof, as determined by the Company Board in good faith), or (b) acquisition of beneficial ownership of 20% or more of the total voting power of the equity securities of the Company or any Company Subsidiary, whether by way of merger, asset purchase, equity purchase or otherwise.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Company Capital Stock” means the Company Common Stock and the Company Preferred Stock.

“Company Certificate of Incorporation” means the second amended and restated articles of incorporation of the Company, dated December 8, 2016, as such may have been amended, supplemented or modified from time to time.

“Company Class A Common Stock” means the Class A common stock, par value $0.001 per share, of the Company.

“Company Class B Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Company Common Stock” means the Company Class A Common Stock and the Company Class B Common Stock.

“Company Disclosure Schedule” means the disclosure schedule delivered by the Company in connection with, and prior to the execution of, this Agreement.

“Company Equity Plan” means the Brivo, Inc. 2015 Equity Incentive Plan, adopted by the Company Board and approved by the Company’s stockholders as of April 7, 2015, as such may have been amended, supplemented or modified from time to time.

3

“Company IP” means, collectively, all Company-Owned IP and Company-Licensed IP.

“Company-Licensed IP” means any and all Intellectual Property rights owned or purported to be owned by a third party and licensed or sublicensed (or purported to be licensed or sublicensed) to the Company or any Company Subsidiary or that the Company or any Company Subsidiary otherwise has a right to use or for which the Company or any Company Subsidiary has obtained a covenant not to be sued.

“Company Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company and the Company Subsidiaries, taken as a whole, or (b) would prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the Mergers and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Company Material Adverse Effect: (i) any change or proposed change in, or change in the interpretation of, any Law or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which the Company and the Company Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or SARS-CoV-2 virus or any mutation or variation thereof or related health condition), or acts of God; (vi) any actions taken or not taken by the Company or the Company Subsidiaries as expressly required by this Agreement or any Ancillary Agreement; (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities), provided that this clause (vii) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions; (viii) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions, provided that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Company Material Adverse Effect; or (ix) any actions taken, or failures to take action, or such other changes or events, in each case, which SPAC has expressly requested or to which it has expressly consented or which actions are explicitly contemplated by this Agreement, except in the cases of clauses (i) through (v), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared to other participants in the industries in which the Company and the Company Subsidiaries operate; provided, further, that for the avoidance of doubt, any change, modification, amendment or termination of any of the Material Contracts set forth in Section 5.16(a)(i)-(v), (viii) or (xvi) of the Company Disclosure Schedule may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur as a result thereof.

“Company Options” means all outstanding options to purchase shares of Company Class A Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing, granted under the Company Equity Plan.

“Company-Owned IP” means any and all Intellectual Property rights owned or purported to be owned by the Company or any of the Company Subsidiaries.

“Company Preferred Stock” means the shares of preferred stock of the Company, including the Company Series A-1 Preferred Stock and Company Series A-2 Preferred Stock.

“Company RSUs” means all outstanding restricted stock units relating to shares of Company Class A Common Stock immediately prior to the Closing, granted under the Company Equity Plan.

“Company Series A-1 Preferred Stock” means the preferred stock, par value $0.001 per share, of the Company designated as Series A-1 Preferred Stock in the Company Certificate of Incorporation.

“Company Series A-2 Preferred Stock” means the preferred stock, par value $0.001 per share, of the Company designated as Series A-2 Preferred Stock in the Company Certificate of Incorporation.

4

“Confidential Information” means any information, knowledge or data concerning (a) the businesses and affairs of the Company, any Company Subsidiaries, SPAC or any Subsidiaries of SPAC or (b) any Suppliers or customers of the Company, any Company Subsidiaries, SPAC or any subsidiaries of SPAC (as applicable) that is not already generally available to the public, including any trade secrets.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, decree, judgment, injunction or other order, directive, guidelines or recommendations by any Governmental Authority or industry group in connection with or in response to the coronavirus COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (CARES).

“Customers/Resellers” means persons that purchase or license Products directly from the Company or any Company Subsidiary, including resellers, distributors and dealers that purchase such Products for resale and end users that purchase such Products for their own direct use.

“Disabling Devices” means undisclosed Software viruses, time bombs, logic bombs, trojan horses, trap doors, back doors, spyware, malware, worms, other computer instructions, intentional devices, techniques, disabling codes, instructions or other similar code or software routines or components that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, delete, maliciously encumber, hack into, incapacitate, perform unauthorized modifications, infiltrate or slow or shut down a computer system, data, software, network or other device, or any component of such computer system, data, software, network or other device, including any such device affecting system security or compromising or disclosing user data in an unauthorized manner.

“Environmental Laws” means any United States federal, state or local or non-United States laws relating to: (a) releases or threatened releases of Hazardous Substances; (b) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances; or (c) pollution or protection of the environment or natural resources.

“Equity Value” means an amount equal to $800,000,000.

“GAAP” means the United States generally accepted accounting principles.

“Hazardous Substance(s)” means: (a) those substances defined in or regulated under the following United States federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, synthetic gas, and any mixtures thereof; (d) polychlorinated biphenyls and asbestos; and (e) any substance, material or waste regulated as hazardous or toxic, or as a pollutant or contaminant, by any Governmental Authority pursuant to any Environmental Law due to its deleterious properties.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

5

“Intellectual Property” means any and all (a) patents, patent applications (including provisional and non-provisional applications), statutory invention registrations and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, renewals, extensions or reexaminations thereof and all improvements to the inventions disclosed in each such registration, patent, patent application and disclosure (“Patents”); (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, certifications, corporate names and any and all other source identifiers, together with all translations, adaptations, derivations, combinations and other variants of the foregoing, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing (“Trademarks”); (c) copyrights (whether or not registered), and all registrations and applications for registration, renewals, reversions, restorations, derivative works and extensions thereof (regardless of the medium of fixation or means of expression) (“Copyrights”) and other works of authorship (whether or not copyrightable), mask work rights and moral rights; (d) trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), confidential information, customer and supplier lists (including lists of prospects), improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting and all other data, databases, database rights, including rights to use any Personal Information, pricing and cost information, business and marketing plans and proposals, and related information; (e) Internet domain names and social media accounts and identifiers; (f) intellectual property rights in Software, (g) rights of publicity, (h) all other intellectual property or proprietary rights of any kind or description in any jurisdiction throughout the world; (i) copies and tangible embodiments of any of the foregoing, in whatever form or medium; and (j) all legal rights arising from items (a) through (h), including the right to prosecute, enforce and perfect such interests and rights to sue, oppose, cancel, interfere, enjoin and collect damages based upon such interests, including such rights based on past, present or future infringement, misappropriation or other violation, if any, in connection with any of the foregoing.

“Key Company Stockholder” means EMBUIA, LLC.

“knowledge” or “to the knowledge” of a person shall mean (i) in the case of the Company, the actual knowledge of the persons listed on Section 1.01(b) of the Company Disclosure Schedule after reasonable inquiry, and (ii) in the case of SPAC, the actual knowledge of Richard Chera and Pius Sprenger, after reasonable inquiry.

“Leased Real Property” means the real property leased by the Company or any Company Subsidiary as tenant, together with, to the extent leased by the Company or any Company Subsidiary, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Company or any Company Subsidiary relating to the foregoing.

“Lien” means any lien, security interest, mortgage, license, pledge, adverse claim or other encumbrance of any kind that secures the payment or performance of an obligation (other than those created under applicable securities laws).

“Merger Sub I Organizational Documents” means the certificate of incorporation and bylaws of Merger Sub I, as amended, modified or supplemented from time to time.

“Merger Sub II Organizational Documents” means the certificate of formation and limited liability company agreement of Merger Sub II, as amended, modified or supplemented from time to time.

“NYSE” means The New York Stock Exchange.

“Open Source Software” means (a) any Software that is licensed pursuant to any license that is a license now or in the future approved by the open source initiative and listed at http://www.opensource.org/licenses or any successor website thereof, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL); (b) any Software that is distributed as “free” or “open source” or “copyleft” Software or under similar licensing or distribution models; or (c) any Software that requires as a condition of use, modification or distribution of such Software that other Software using, incorporating, linking, integrating or distributing or bundling with such Software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works or (iii) redistributable at no charge.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

6

“Permitted Liens” means: (a) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair the current use of the Company’s or any Company Subsidiary’s assets that are subject thereto; (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens, in each case, arising in the ordinary course of business, or deposits to obtain the release of such Liens; (c) Liens for Taxes not yet due and payable, or being contested in good faith and for which reasonable reserves have been established; (d) zoning, entitlement, conservation restriction and other land use promulgated by Governmental Authorities; (e) non-exclusive licenses, sublicenses or other rights to Intellectual Property owned by or licensed to the Company or any Company Subsidiary granted to any licensee or sublicensee in the ordinary course of business; (f) non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not materially interfere with the present uses of such real property; (g) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest; and (h) the Liens set forth on Section 1.01(c) of the Company Disclosure Schedule.

“person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Personal Information” means (a) information related to an identified or identifiable individual and (b) any other, similar information or data, each to the extent defined as “personal data,” “personal information,” “personally identifiable information” or similar terms by applicable Privacy/Data Security Laws.

“Plan” means (i) any employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (iii) the Service Agreements and (iii) all other compensation, bonus, equity or equity-based compensation, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, pension, retirement, severance, change in control, fringe benefit, health, welfare, sick paid and vacation and other employee benefit plans, programs or arrangements (whether or not written), in each case, which are maintained, contributed to or sponsored (or required to be maintain, contributed to or sponsored) by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or consultant, or under which the Company or any Company Subsidiary has or could reasonably be expected to incur any material liability (contingent or otherwise).

“Privacy/Data Security Laws” means all laws governing the receipt, collection, use, storage, processing, sharing, security, disclosure, or transfer of Personal Information or other Business Data, including the following laws and their implementing regulations: the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act, the E.U. General Data Protection Regulation 2016/679, the United Kingdom General Data Protection Regulation, state, federal, local and foreign data security and breach laws, and state, federal, local and foreign consumer protection laws.

“Products” mean any products or services, designed, developed, performed, licensed, sold, distributed other otherwise made available by or on behalf of the Company or any Company Subsidiary (including any Software or Technology that interoperates with or is bundled or made available as part of any such product or service), from which the Company or any Company Subsidiary has derived previously, is currently deriving or expect to derive, revenue from the sale or provision thereof, including products or services currently under development by the Company or any Company Subsidiary.

“Redemption Rights” means the redemption rights provided for in Article 49.5 of the SPAC Memorandum and Articles of Association.

“Regulation S-K” means Regulation S-K promulgated under the Securities Act.

“Regulation S-X” means Regulation S-X promulgated under the Exchange Act.

“Requisite Approval” means the affirmative vote of the holders of at least (i) a majority of (a) the outstanding voting power of Company Common Stock and Company Preferred Stock voting together on an as-converted basis, (b) the outstanding shares of Company Series A-1 Preferred Stock, voting as a separate class and (ii) 51% of the outstanding shares of Company Series A-2 Preferred Stock, voting as a separate class.

“Software” means any and all computer software (in object code or source code format), including firmware, operation systems and specifications, data and databases, and related documentation and materials.

7

“SPAC Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC.

“SPAC Designee” means the individual designated by SPAC to serve on the Initial Surviving Pubco Board immediately following the Closing.

“SPAC Disclosure Schedule” means the disclosure schedule delivered by SPAC, Merger Sub I and Merger Sub II in connection with, and prior to the execution of, this Agreement.

“SPAC Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of SPAC; or (b) would prevent, materially delay or materially impede the performance by SPAC, Merger Sub I or Merger Sub II of their respective obligations under this Agreement or the consummation of the Mergers and the other Transactions; provided, however, that none of the following (or the effect of any of the following) shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect: (i) any change or proposed change in the interpretation of any Law or GAAP; (ii) events or conditions generally affecting the industries or geographic areas in which SPAC operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, wild fire or other natural disaster, epidemic, disease outbreak, pandemic (including the COVID-19 or SARS-CoV-2 virus or any mutation or variation thereof or related health condition), or acts of God, (vi) any actions taken or not taken by SPAC as expressly required by this Agreement or any Ancillary Agreement, (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions, provided that this clause (vii) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the announcement or execution, pendency, negotiation or consummation of the Mergers or any of the other Transactions, (viii) any redemption of SPAC Class A Ordinary Shares, (ix) any breach of any covenants, agreements or obligations of an investor under a Subscription Agreement (including any breach of such investor’s obligations to fund its commitment thereunder when required), (x) any change, event, effect or occurrence that is generally applicable to “SPACs”; or (xi) any actions taken, or failures to take action, or such other changes or events, in each case, which the Company has expressly requested or to which it has expressly consented or which actions are explicitly contemplated by this Agreement, except in the cases of clauses (i) through (v) and (x), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industry in which SPAC operates.

“SPAC Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of SPAC, effective February 5, 2021.

“SPAC Ordinary Shares” means, collectively, the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares.

“SPAC Organizational Documents” means the SPAC Memorandum and Articles of Association and the Trust Agreement, in each case as amended, modified or supplemented from time to time.

“SPAC Shareholder Approval” means (i) the approval and adoption of this Agreement by the holders of a majority of the SPAC Ordinary Shares who, being entitled to do so, attend and vote at an extraordinary general meeting of SPAC, (ii) the approval and adoption of the Surviving Pubco Certificate of Incorporation and Surviving Pubco Bylaws by the holders of a majority of not less than two-thirds of the SPAC Ordinary Shares who, being entitled to do so, attend and vote at an extraordinary general meeting of SPAC, (iii) the approval of the Domestication by the holders of a majority of not less than two-thirds of the SPAC Ordinary Shares who, being entitled to do so, attend and vote at an extraordinary general meeting of SPAC and (iv) the approval of the other SPAC Proposals by a majority of the votes cast by the holders of SPAC Ordinary Shares at the SPAC Shareholder Meeting, or such other standard as may be applicable to a specific SPAC Proposal in accordance with the Proxy Statement, the SPAC Organizational Documents, Law or the rules or requirements of the NYSE.

8

“SPAC Units” means one SPAC Class A Ordinary Share and one-third of one SPAC Warrant.

“SPAC Warrant Agreement” means that certain warrant agreement, dated as of February 8, 2021, by and between SPAC and the Trustee.

“SPAC Warrants” means warrants to purchase SPAC Class A Ordinary Shares as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for one SPAC Class A Ordinary Share at an exercise price of $11.50.

“Sponsor” means Crown PropTech Sponsor LLC, a Delaware limited liability company.

“subsidiary” or “subsidiaries” of the Company, the Surviving Corporation, the Surviving Entity, SPAC or any other person means an affiliate controlled by such person, directly or indirectly, through one or more intermediaries.

“Supplier” means any person that supplies inventory or other materials or personal property, components, or other goods or services that are utilized in, used to produce or comprise the Products of the Company or any of the Company Subsidiaries.

“Surviving Pubco” has the meaning set forth in the Recitals.

“Surviving Pubco Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of Surviving Pubco as contemplated by the Surviving Pubco Certificate of Incorporation.

“Surviving Pubco Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of Surviving Pubco as contemplated by the Surviving Pubco Certificate of Incorporation.

“Surviving Pubco Common Stock” means, collectively, the Surviving Pubco Class A Common Stock and the Surviving Pubco Class B Common Stock.

“Surviving Pubco Warrant Agreement” means that certain warrant agreement, dated as of February 8, 2021, by and between SPAC and the Trustee.

“Surviving Pubco Warrants” means warrants to purchase shares of Surviving Pubco Class A Common Stock as contemplated under the Surviving Pubco Warrant Agreement, with each warrant exercisable for one share of Surviving Pubco Class A Common Stock at an exercise price of $11.50.

“Technology” means all designs, formulas, algorithms, procedures, techniques, methods, processes, concepts, ideas, know-how, programs, models, routines, data, databases, tools, inventions, creations, improvements and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the above, in any form, whether or not specifically listed herein.

9

“Transaction Documents” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, Merger Sub I, Merger Sub II or the Company in connection with the Transactions and any and all other documents or agreements the parties deem necessary or advisable to effectuate this Agreement or the Transactions.

“Transactions” means the transactions contemplated by this Agreement and the Transaction Documents, including the Domestication, the Mergers, the Private Placements and the issuance of shares of Surviving Pubco Class A Common Stock and Surviving Pubco Class B Common Stock pursuant to this Agreement.

“Treasury Regulations” means the United States Treasury regulations issued pursuant to the Code.

“Trust Account” means the account established by SPAC for the benefit of its public shareholders pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of February 8, 2021, by and between SPAC and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company, a New York corporation.

Section 1.02****Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

Defined Term	Location of Definition
Action	§ 5.09
Agreement	Preamble
Alternative Transaction Structure	§ 8.11(e)
Antitrust Laws	§ 8.13(a)
Blue Sky Laws	§ 5.05(b)
Business Combination Proposal	§ 8.05(b)
Claims	§ 8.20
Closing	§ 3.02
Closing Date	§ 3.02
Code	Recitals

10

Defined Term	Location of Definition
Company	Preamble
Company Board	Recitals
Company Minority Stockholders	§ 8.01(a)
Company Permits	§ 5.06
Company Share Award	§ 5.03(c)
Company Stockholder Approval	§ 5.18
Company Subsidiary	§ 5.01(a)
Company Waiving Parties	§ 11.12
Confidentiality Agreement	§ 8.04(b)
Continuing Employees	§ 8.06(a)
Conversion	§ 4.01(b)
D&O Tail	§ Section 8.07(c)
Data Security Requirements	§ 5.13(h)
DGCL	Recitals
Dissenting Shares	§ 4.05(a)
DLLCA	Recitals
Domestication	Recitals
Domestication Effective Time	§ 2.01
Earn-Out Portion	§ Section 4.06(a)
Earn-Out RSUs	§ Section 4.06(a)
Earn-Out Shares	§ Section 4.06(a)
Employment Matters	§ 5.11(b)
Environmental Permits	§ 5.15
ERISA Affiliate	§ 5.10(c)
ESPP	§ 8.17
Exchange Act	§ 5.23
Exchange Agent	§ 4.02(a)
Exchange Fund	§ 4.02(a)
Exchanged Options	§ 4.01(c)(iv)
Exchanged RSUs	§ 4.01(c)(v)
Financial Statements	§ 5.07(a)
First Articles of Merger	§ 3.01(a)
First Effective Time	§ 3.01(a)
First Merger	§ 3.01(a)
Governmental Authority	§ 5.05(b)
Health Plan	§ 5.10(k)
Initial Surviving Pubco Board	§ Section 8.19
Intended U.S. Tax Treatment	Recitals
Interested Party Contract	§ 5.20
Interested Party Transaction	§ 5.20
Interim Balance Sheet	§ 5.07(b)
Interim Financial Statements	§ 5.07(b)
IRS	§ 5.10(b)
Law	§ 5.05(a)

11

Defined Term	Location of Definition
Lease	§ 5.12(b)
Lease Documents	§ 5.12(b)
Lookback Date	§ Section 5.07(d)
Material Contracts	§ 5.16(a)
Mergers	§ 3.01(b)
Merger Consideration	§ 4.01(c)(i)
Merger Sub I	Preamble
Merger Sub I Board	Recitals
Merger Sub I Common Stock	§ 6.03(b)
Merger Sub II	Preamble
Merger Sub II Member	Recitals
NRS	Recitals
Outside Date	§ 10.01(b)
Outstanding Company Transaction Expenses	§ 4.04(a)
Outstanding SPAC Transaction Expenses	§ 4.04(b)
Payment Spreadsheet	§ 4.01(a)
Payoff Amount	§ Section 8.21
Payoff Letter	§ Section 8.21
PCAOB Audited Financials	§ 8.14(b)
PPACA	§ 5.10(k)
Private Placements	Recitals
Prospectus	§ Section 8.20
Proxy Statement	§ 8.01(a)
Registered IP	§ 5.13(a)
Registration Rights and Lock-Up Agreement	Recitals
Registration Statement	§ 8.01(a)
Remedies Exceptions	§ 5.04
Representatives	§ 8.04(a)
SEC	§ 6.07(a)
Second Articles of Merger	§ 3.01(b)
Second Certificate of Merger	§ 3.01(b)
Second Effective Time	§ 3.01(b)
Second Merger	§ 3.01(b)
Securities Act	§ 6.07(a)
Service Agreements	§ 5.10(a)
SPAC	Preamble
SPAC Board	Recitals
SPAC Affiliate Agreement	§ 6.22
SPAC Convertible Securities	§ 8.01(a)
SPAC Preference Shares	6.03(a)
SPAC Proposals	§ 8.01(a)
SPAC SEC Reports	§ 6.07(a)
SPAC Shareholder Approval	§ 6.04
SPAC Shareholders’ Meeting	§ 8.01(a)

12

Defined Term	Location of Definition
Sponsor Letter Agreement	Recitals
Stock Incentive Plan	§ 8.17
Stockholder Support Agreement	Recitals
Subscription Agreements	Recitals
Surviving Corporation	§ 3.01(a)
Surviving Entity	§ 3.01(b)
Surviving Pubco	Recitals
Surviving Pubco Certificate of Incorporation	Recitals
Surviving Pubco Bylaws	Recitals
Tax	§ 5.14(r)
Tax Return	§ 5.14(r)
Terminating Company Breach	§ 10.01(f)
Terminating SPAC Breach	§ 10.01(g)
Top 10 Customers/Resellers	§ 5.21(b)
Top 10 Suppliers	§ 5.21(a)
Trust Fund	§ 6.13
WARN	§ 5.11(b)
Written Consent	§ 8.03

13

Section 1.03****Construction.

(a)            Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (v) the word “including” means “including without limitation,” (vi) the word “or” shall be disjunctive but not exclusive (and, unless the context otherwise requires, shall be deemed to read “and/or”), (vii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if,” (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (ix) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation, (x) the word “will” shall be construed to have the same meaning and effect as the word “shall,” and (xi) references to “dollar,” “dollars” or “$” shall be to the lawful currency on the United States.

(b)            All Annexes or Schedules (including the Company Disclosure Schedule and the SPAC Disclosure Schedule) annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term(s) used in any Annex or Schedule (including the Company Disclosure Schedule and the SPAC Disclosure Schedule) annexed hereto or referred to herein but not otherwise defined therein shall have the meaning ascribed to such term(s) in this Agreement.

(c)            The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(d)            Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(e)            All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(f)            Whenever this Agreement states that documents or other information have been “made available” or “provided to” SPAC (including words of similar import), such words shall mean that such documents or information referenced shall have been posted in the virtual data room managed by or on behalf of the Company or shall have been transmitted to SPAC, Merger Sub I, Merger Sub II or one or more of their respective Representatives in writing or by electronic transmission, in each case, at least two (2) Business Days prior to the date hereof.

(g)            No summary of this Agreement prepared by a party hereto shall affect the meaning or interpretation of this Agreement.

14

Article II.

DOMESTICATION

Section 2.01****Domestication. Subject to receipt of the SPAC Shareholder Approval, one Business Day prior to the First Effective Time, SPAC shall (subject to SPAC being reasonably satisfied that the Closing will occur on a consecutive day) cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, together with the Certificate of Incorporation of SPAC in substantially the form attached hereto as Exhibit A, in each case, in accordance with the provisions thereof and applicable Law and (b) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication. The Domestication shall become effective at the time when the Certificate of Domestication has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by SPAC and the Company in writing and specified in the Certificate of Domestication (the “Domestication Effective Time”). Any reference in this Agreement to “SPAC” with respect to any period after the Domestication will be deemed to be a reference to Surviving Pubco.

Section 2.02****Bylaws of SPAC. SPAC shall take all actions necessary so that, at the Domestication Effective Time, the bylaws of SPAC shall be substantially in the form attached hereto as Exhibit B.

Section 2.03****Effects of the Domestication on the Capital Stock of SPAC. At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of the SPAC or any holder of SPAC Ordinary Shares or SPAC Warrants:

(a)            each then issued and outstanding SPAC Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of Surviving Pubco Class A Common Stock;

(b)            each then issued and outstanding SPAC Class B Ordinary Share will (i) first convert automatically, on a one-for-one basis into one share of SPAC Class A Ordinary Shares, and (ii) each such SPAC Class A Ordinary Share shall then immediately convert automatically, on a one-for-one basis, into one share of Surviving Pubco Class A Common Stock as part of the same overall transaction; and

(c)            each then issued and outstanding SPAC Warrant will convert automatically, on a one-for-one basis, into a warrant to acquire Surviving Pubco Class A Common Stock, in the same form and on the same terms and conditions (including the same “Warrant Price” and number of shares of common stock subject to such warrant) as the converted SPAC Warrant.

Article III.

AGREEMENTAND PLAN OF MERGER

Section 3.01****The Mergers; Effective Times.

(a)            Upon the terms and subject to the conditions set forth in Article IX, at the First Effective Time, Merger Sub I shall be merged with and into the Company (the “First Merger”), with the Company being the surviving corporation (which, in its capacity as the surviving corporation of the First Merger, is sometimes hereinafter referred to as the “Surviving Corporation”) following the First Merger, and the separate corporate existence of Merger Sub I shall cease. The First Merger shall be consummated in accordance with this Agreement and the NRS and evidenced by articles of merger between Merger Sub I and the Company and containing such information as is required by Chapter 78 and Chapter 92A of the NRS (the “First Articles of Merger”), such First Merger to be consummated at such time the First Articles of Merger have been duly filed with the Secretary of State of the State of Nevada, or at such later time as may be agreed by SPAC and the Company in writing and specified in the First Articles of Merger in accordance with the relevant provisions of the NRS (the “First Effective Time”).

(b)            Upon the terms and subject to the conditions set forth in Article IX, at the Second Effective Time, the Surviving Corporation shall be merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company (which, in its capacity as the surviving company of the Second Merger, is sometimes hereinafter referred to as the “Surviving Entity”) following the Second Merger, and the separate corporate existence of the Surviving Corporation shall cease. The Second Merger shall be consummated in accordance with this Agreement, the NRS and the DLLCA and evidenced by (i) articles of merger between Merger Sub II and the Surviving Corporation and containing such information as is required by Chapter 78 and Chapter 92A of the NRS (the “Second Articles of Merger”) and (ii) a certificate of merger between Merger Sub II and the Surviving Corporation (the “Second Certificate of Merger”), such Second Merger to be consummated at such time the Second Articles of Merger have been duly filed with the Secretary of State of the State of Nevada and the Second Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as may be agreed by SPAC and the Company in writing and specified in the Second Articles of Merger and the Second Certificate of Merger in accordance with the relevant provisions of the NRS and the DLLCA (the “Second Effective Time”).

15

Section 3.02****Closing. Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the “Closing”) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three (3) Business Days after the date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof; provided that for this purpose, the completion of the Domestication will be treated as a condition to be satisfied at Closing) or such other time and place as SPAC and the Company may mutually agree in writing. The date on which the Closing shall occur is referred to herein as the “Closing Date.” Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a) the Company and Merger Sub I shall cause the First Articles of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Nevada as provided in the relevant provisions of the NRS and (b) as soon as practicable following the First Effective Time, the Surviving Corporation and Merger Sub II shall cause the Second Articles of Merger and the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Nevada and the Secretary of State of the State of Delaware, respectively, as provided in the relevant provisions of the NRS and the DLLCA.

Section 3.03****Effect of the Mergers.

(a)            At the First Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the NRS. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, (a) all property, rights, privileges, immunities, powers, franchises, licenses and authority of each of the Company and Merger Sub I shall vest in the Surviving Corporation, and (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

(b)            At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the NRS and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, (a) all property, rights, privileges, immunities, powers, franchises, licenses and authority of each of the Surviving Corporation and Merger Sub II shall vest in the Surviving Entity, and (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Section 3.04****Governing Documents.

(a)            At the First Effective Time, the Company Certificate of Incorporation and bylaws of the Company, in each case as in effect immediately prior to the First Effective Time, shall be the certificate of incorporation and the bylaws of the Surviving Corporation.

(b)            At the Second Effective Time, the certificate of formation and limited liability company agreement of Merger Sub II, in each case as in effect immediately prior to the Second Effective Time, shall be the certificate of formation and limited liability company agreement of the Surviving Entity.

Section 3.05****Directors and Officers of the Surviving Corporation and the Surviving Entity.

(a)            From and after the First Effective Time, the directors and officers of the Surviving Corporation shall be the individuals set forth on Section 3.05(a) of the Company Disclosure Schedule, each to hold office in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of his or her death, resignation or removal.

(b)            From and after the Second Effective Time, the officers of the Surviving Entity shall be the officers of the Surviving Corporation immediately prior to the Second Effective Time and the managers of the Surviving Entity shall be the directors of the Surviving Corporation immediately prior to the Second Effective Time, each to hold office in accordance with the certificate of formation and the limited liability company agreement of the Surviving Entity until such manager’s or officer’s successor is duly appointed and qualified, or until the earlier of his or her death, resignation or removal.

16

Article IV.

CONVERSIONOF SECURITIES; Exchange of SHARES

Section 4.01****Conversion of Securities.

(a)            Payment Spreadsheet. Not less than two (2) Business Days prior to the First Effective Time, the Company shall deliver to SPAC a schedule (the “Payment Spreadsheet”) setting forth the Company’s good faith and reasonable calculation of (or, in the case of the amount of the Aggregate Transaction Value, the amount mutually agreed by the Company and SPAC) the following: (i) the Aggregate Transaction Consideration, (ii) the allocation of the Aggregate Transaction Consideration among the holders of Company Capital Stock, the holders of Company Options and the holders of Company RSUs, (iii) the number of shares of Surviving Pubco Common Stock payable to each holder of Company Common Stock, including for each holder, whether such shares will be issued as shares of Surviving Pubco Class A Common Stock or shares of Surviving Pubco Class B Common Stock (it being understood that the Surviving Pubco Class B Common Stock will be issued only to Persons who immediately prior to the First Effective Time (and after giving effect to the Conversion) own 20% or more of the Company Common Stock outstanding at that time (and after giving effect to the Conversion)), (iv) the number of shares of Surviving Pubco Common Stock that constitute, for each holder of Company Common Stock, Company Options or Company RSUs (as applicable), such holder’s Earn-out Portion to be issued as Earn-out Shares or Earn-out RSUs as described in Section 4.06, (v) the number of shares of Surviving Pubco Class A Common Stock that can be purchased under the Exchanged Options, (vi) the number of shares of Surviving Pubco Class A Common Stock subject to the Exchanged RSUs and (vii) the number of shares of Company Common Stock (and whether Company Class A Common Stock or Company Class B Common Stock) to be received by each holder of Company Preferred Stock in the Conversion. Provided that the Payment Spreadsheet is reasonably acceptable to SPAC (particularly insofar as it relates to (A) the total number of shares of Surviving Pubco Class A Common Stock to be issued as consideration (and the portion thereof that will be issued in the form of Earn-Out Shares), (B) the total number of shares of Surviving Pubco Class B Common Stock to be issued as consideration (and the portion thereof that will be issued in the form of Earn-Out Shares), (C) the total number of shares of Surviving Pubco Class A Common Stock that will underlie the Exchanged Options (and the portion thereof that relate to unvested Company Options), (D) the total number of shares of Surviving Pubco Class A Common Stock that will underlie the Exchanged RSUs (and the portion thereof that relate to Unvested Company RSUs) and (E) the total number of shares of Surviving Pubco Class A Common Stock that will underlie the Earn-Out RSUs (and the portion of the Earn-Out RSUs that relate to unvested Company Options and unvested Company RSUs), the allocation of the Aggregate Transaction Consideration and the information with respect to the conversion of Company Options into Exchanged Options and Company RSUs into Exchanged RSUs set forth in the Payment Spreadsheet shall be binding on all parties (and all holders of Company Common Stock, Company Options and Company RSUs) and shall be used by SPAC and Merger Sub I for purposes of issuing the Merger Consideration to the holders of Company Capital Stock and conversion of the Company Options into the Exchanged Options and the Company RSUs into Exchanged RSUs pursuant to this Article IV. In issuing the Merger Consideration and converting the Company Options into Exchanged Options and the Company RSUs into Exchanged RSUs pursuant to this Article IV, SPAC and Merger Sub I shall be entitled to rely fully on, and will have no obligation to investigate or verify the accuracy or completeness of, the information set forth in the Payment Spreadsheet and no holder of Company Capital Stock, Company Options or Company RSUs will be entitled to receive any amount in excess of the applicable amount to be paid as set forth in the Payment Spreadsheet (or in the case of a holder of Company Option, Exchanged Options with a number of shares of Surviving Pubco Class A Common Stock that can be purchased thereunder in excess of the applicable amount set forth in the Payment Spreadsheet). In no event will the aggregate number of shares referenced in clauses (A), (B), (C), (D) and (E) of the proviso to the second sentence of this Section 4.01(a) exceed the Aggregate Transaction Consideration except to the extent payable in respect of unvested (for the avoidance of doubt, after taking into account the Transactions) Company Options and unvested (for the avoidance of doubt, after taking into account the Transactions) Company RSUs.

17

(b)            Prior to the First Effective Time, the Company shall seek the written consents of the holders of at least (i) a majority of the then-outstanding shares of Company Series A-1 Preferred Stock, and (ii) 51% of the then-outstanding shares of Company Series A-2 Preferred Stock, in each case voting as a separate class, to provide that, immediately prior to the First Effective Time, each share of Company Series A-1 Preferred Stock and Company Series A-2 Preferred Stock, respectively, that is issued and outstanding immediately prior to the First Effective Time will be automatically converted into a number of shares of Company Class B Common Stock and shares of Company Class A Common Stock, respectively, in each case in accordance with Article V, Section 4(B)(ii) or (iii), as applicable, of the Company Certificate of Incorporation (and with the number of shares of Company Common Stock to be received by each holder of Company Preferred Stock in such conversion to be set forth in the Payment Spreadsheet) (the “Conversion”). For the avoidance of doubt, no cash will be paid in the Conversion. All of the shares of Company Preferred Stock converted into shares of Company Common Stock pursuant to this Section 4.01(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such Company Preferred Stock.

(c)            At the First Effective Time, by virtue of the First Merger and without any action on the part of SPAC, Merger Sub I, the Company or the holders of any of the following securities:

(i)            each share of Company Class A Common Stock and Company Class B Common Stock issued and outstanding immediately prior to the First Effective Time (excluding Dissenting Shares and taking into account the Conversion) shall be converted into and become the right to receive, in accordance with the Payment Spreadsheet, the number of shares of Surviving Pubco Class A Common Stock or Surviving Pubco Class B Common Stock, respectively, determined by dividing the Aggregate Transaction Consideration by the sum of (A) the number of outstanding shares of Company Common Stock immediately prior to the First Effective Time (including, for the avoidance of doubt, the number of shares of Company Common Stock issuable upon the Conversion), plus (B) the number of shares of Company Class A Common Stock underlying (x) the outstanding Company Options that are vested as of the Closing Date (including, for the avoidance of doubt, as a result of the Transactions) and (y) the outstanding Company RSUs that are vested as of the Closing Date (including, for the avoidance of doubt, as a result of the Transactions), in each case immediately prior to the First Effective Time, in each case under clauses (A) and (B) as set forth in the Payment Spreadsheet (and subject to the last sentence of Section 4.01(a)) (the “Merger Consideration”), with each holder of Company Capital Stock to receive the right to receive the number of shares of Surviving Pubco Class A Common Stock or Surviving Pubco Class B Common Stock set forth opposite such holder’s name as set forth in the Payment Spreadsheet and with the applicable portion of such shares being issued as Earn-Out Shares in accordance with Section 4.06 and Annex I;

18

(ii)            all shares of Company Capital Stock held in the treasury of the Company immediately prior to the First Effective Time, shall be automatically canceled without any conversion thereof and cease to exist and no payment or distribution shall be made with respect thereto;

(iii)            each share of Merger Sub I Common Stock issued and outstanding immediately prior to the First Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of Class A common stock, par value $0.001 per share, of the Surviving Corporation;

(iv)            the Company Options that are outstanding immediately prior to the First Effective Time, whether vested or unvested, shall be converted into options to purchase shares of Surviving Pubco Class A Common Stock (such options, the “Exchanged Options”) and/or Earn-Out RSUs, in each case, in accordance with the Payment Spreadsheet, with each holder of Company Options to receive options to purchase the number of shares of Surviving Pubco Class A Common Stock and/or Earn-Out RSUs, in each case, as set forth opposite such holder’s name on the Payment Spreadsheet; provided that the exercise price and the number of shares of Surviving Pubco Class A Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and, provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Surviving Pubco Class A Common Stock purchasable pursuant to the Exchanged Options shall be subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulation Section 1.424-1(a). Except as specifically provided above, following the First Effective Time, the Exchanged Options shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Options immediately prior to the First Effective Time. At or prior to the First Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection; and

(v)            the Company RSUs that are outstanding immediately prior to the First Effective Time shall be converted into restricted stock units relating to shares of Surviving Pubco Class A Common Stock (such restricted stock units, the “Exchanged RSUs”) and/or Earn-Out RSUs, in each case, in accordance with the Payment Spreadsheet, with each holder of Company RSUs to receive a number of Exchanged RSUs and/or Earn-Out RSUs, in each case, as set forth opposite such holder’s name on the Payment Spreadsheet. Except as specifically provided above, following the First Effective Time, the Exchanged RSUs shall continue to be governed by the same terms and conditions (including vesting and settlement terms) as were applicable to the corresponding former Company RSUs immediately prior to the First Effective Time. At or prior to the First Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company RSUs pursuant to this subsection.

(d)            At the Second Effective Time, by virtue of the Second Merger and without any action on the part of SPAC, Merger Sub I, the Company or any holder of any shares of capital stock or other equity interests of the Surviving Corporation or Merger Sub II: (a) each share of common stock of the Surviving Corporation issued and outstanding as of immediately prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b) the membership interests of Merger Sub II outstanding immediately prior to the Second Effective Time shall be converted into and become the membership interests of the Surviving Entity, which shall constitute 100% of the outstanding equity interests of the Surviving Entity. From and after the Second Effective Time, the membership interests of Merger Sub II shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence.

19

Section 4.02****Exchange of Shares.

(a)            Exchange Agent. On the Closing Date, SPAC shall deposit, or shall cause to be deposited, with a bank or trust company that shall be designated by SPAC and is reasonably satisfactory to the Company (the “Exchange Agent”), it being agreed that Continental Stock Transfer & Trust Company is satisfactory to all parties, for the benefit of the holders of Company Capital Stock, for exchange in accordance with this Article IV, the number of shares of Surviving Pubco Class A Common Stock and Surviving Pubco Class B Common Stock sufficient to deliver the aggregate Merger Consideration payable pursuant to this Agreement (such shares of Surviving Pubco Class A Common Stock and Surviving Pubco Class B Common Stock being hereinafter referred to as the “Exchange Fund”). SPAC shall cause the Exchange Agent pursuant to irrevocable instructions, to pay the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Except as contemplated by Section 4.02(c) hereof, the Exchange Fund shall not be used for any other purpose.

(b)            Exchange Procedures. As promptly as practicable after the First Effective Time, Surviving Pubco shall cause the Exchange Agent to deliver to each record holder of Company Common Stock (after taking into account the Conversion) immediately prior to the First Effective Time, whose Company Common Stock was converted pursuant to Section 4.01 into the right to receive Surviving Pubco Common Stock, the applicable Merger Consideration via book-entry issuance in accordance with the Payment Spreadsheet pursuant to the provisions of Section 4.01, subject to any adjustments pursuant to Section 4.02(e) and any Tax withholdings pursuant to Section 4.02(h) and subject to Section 4.06.

(c)            Fractional Shares. Notwithstanding anything to the contrary contained herein, no fractional shares of Surviving Pubco Common Stock (whether in the case of shares that are Earn-Out Shares or in the case of shares that are not) shall be issued upon the delivery for exchange of shares of Company Common Stock and such fractional share interests shall not entitle the owner thereof to additional compensation or to any other rights of a shareholder of Surviving Pubco or the Surviving Corporation.

(d)            No Further Rights in Company Capital Stock. The Merger Consideration payable upon conversion of the Company Capital Stock in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Capital Stock.

(e)            Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect appropriately the effect of any share or stock split, reverse share or stock split, share or stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to SPAC Ordinary Shares, Surviving Pubco Common Stock or Company Capital Stock occurring on or after the date hereof and prior to the First Effective Time.

(f)            Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for one (1) year after the First Effective Time shall be delivered to SPAC, upon demand, and any holders of Company Common Stock who have not theretofore complied with this Section 4.02 shall thereafter look only to SPAC for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by holders of Company Capital Stock as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the fullest extent permitted by applicable Law, become the property of SPAC free and clear of any claims or interest of any person previously entitled thereto.

(g)            No Liability. None of the Exchange Agent, SPAC or the Surviving Corporation shall be liable to any holder of Company Capital Stock for any portion of the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with Section 4.02.

20

(h)            Withholding Rights. Each of the Surviving Corporation, SPAC and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Capital Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of federal, state, local or foreign Tax Law. The party proposing to deduct and withhold any amounts pursuant to this Agreement shall use commercially reasonable efforts to provide at least five (5) days prior written notice to the applicable other party that it intends to withhold from amounts deliverable in respect of Company Capital Stock hereunder, and agrees to reasonably cooperate to minimize or eliminate any such withholding. To the extent that amounts are so withheld by the Surviving Corporation, SPAC or the Exchange Agent, as the case may be, and remitted to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Capital Stock (or intended recipients of compensatory payments) in respect of which such deduction and withholding was made by the Surviving Corporation or SPAC, as the case may be.

Section 4.03****Stock Transfer Books. At the First Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Capital Stock thereafter on the records of the Company.

Section 4.04****Payment of Expenses.

(a)            No sooner than five (5) or later than three (3) Business Days prior to the Closing Date, the Company shall provide to SPAC a written report setting forth a list of all of the following fees and expenses incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to the Company incurred in connection with the Transactions, and (ii) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by the Company in connection with the Transactions (collectively, the “Outstanding Company Transaction Expenses”). On the Closing Date, concurrently with the Closing, SPAC shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Company Transaction Expenses. For the avoidance of doubt, the Outstanding Company Transaction Expenses shall not include any fees and expenses of the Company’s stockholders.

(b)            No sooner than five (5) or later than three (3) Business Days prior to the Closing Date, SPAC shall provide to the Company a written report setting forth a list of all unpaid fees, expenses and disbursements incurred by or on behalf of SPAC, Merger Sub I or Merger Sub II for outside counsel, agents, advisors, consultants, experts, financial advisors and other service providers engaged by or on behalf of SPAC, Merger Sub I or Merger Sub II in connection with the Transactions or otherwise in connection with SPAC’s operations (together with written invoices and wire transfer instructions for the payment thereof) (collectively, the “Outstanding SPAC Transaction Expenses”). On the Closing Date, concurrently with the Closing, SPAC shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding SPAC Transaction Expenses.

(c)            SPAC shall not pay or cause to be paid any Outstanding SPAC Transaction Expenses or Outstanding Company Transaction Expenses other than in accordance with this Section 4.04 (and the parties agree that SPAC, and not the Surviving Corporation, shall pay all such expenses if the Closing occurs).

21

Section 4.05****Dissenters’ Rights.

(a)            Notwithstanding any provision of this Agreement to the contrary and to the extent available under the NRS, shares of Company Capital Stock that are issued and outstanding immediately prior to the First Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Mergers nor consented thereto in writing, and who shall have demanded properly in writing payment of fair value (as defined in NRS 92A.320) for such shares of Company Capital Stock in accordance with the requirements of NRS 92A.300 through 92A.500, inclusive (collectively, the “Dissenting Shares”), shall not be converted into or become the right to receive, and such stockholders shall have no right to receive, the Merger Consideration, and the holders of Dissenting Shares shall be entitled to only such rights as are granted by NRS 92A.300 through 92A.500, inclusive. At the First Effective Time, all Dissenting Shares shall be cancelled and shall cease to exist and shall represent only those rights provided under NRS 92A.300 through 92A.500, inclusive. If, after the First Effective Time, any holder of Dissenting Shares fails to perfect or effectively withdraws or otherwise loses his, her or its rights to demand payment of fair value in respect of such shares of Company Capital Stock pursuant to NRS 92A.300 through 92A.500, inclusive, such shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time, the right to receive the Merger Consideration, without any interest thereon, in the manner provided in Section 4.02(b).

(b)            Prior to the Closing, the Company shall give SPAC (i) prompt notice of any demands for payment of fair value received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for payment of fair value under the NRS. The Company shall not, except with the prior written consent of SPAC (which consent shall not be unreasonably withheld), make any payment with respect to any demands for payment of fair value or offer to settle or settle any such demands.

Section 4.06****Earn-Out Shares.

(a)            A portion (with respect to each holder, its Earn-Out Portion) of the consideration to be paid to each holder of Company Common Stock (after giving effect to the Conversion), Company Options and Company RSUs will be in the form of restricted Surviving Pubco Common Stock subject to the vesting, forfeiture and other provisions set forth in this Section 4.06 and Annex I; provided, however, that in lieu of restricted Surviving Pubco Common Stock, the holders of Company Options and Company RSUs will receive, in lieu of the applicable portion of Exchanged Options or Exchanged RSUs, as applicable, restricted stock units relating to Surviving Pubco Class A Common Stock (“Earn-Out RSUs”) and each Earn-Out RSU will have one share of Surviving Pubco Class A Common Stock underlying it. Such shares of restricted Surviving Pubco Common Stock and Earn-Out RSUs are referred to as “Earn-Out Shares” and the total number of Earn-Out Shares is 8,500,000 in the aggregate, and will be payable as set forth in the Payment Spreadsheet. For the avoidance of doubt, the Payment Spreadsheet shall expressly provide that each Earn-Out Share to be issued to the Key Company Stockholder will be in the form of Surviving Pubco Class B Common Stock. As used herein, the term “Earn-Out Portion” means, with respect to any given holder of Company Common Stock (after giving effect to the Conversion), Company Options, or Company RSUs a number of shares of Surviving Pubco Common Stock (specifically, Surviving Pubco Class B Common Stock, with respect to the Key Company Stockholder), or Earn-Out RSUs, as applicable (rounded down to the nearest whole number divisible by two) equal to 8,500,000 multiplied by a fraction, (i) the numerator of which is the number of shares of Company Common Stock, shares of Company Class A Common Stock underlying Company Options and shares of Company Class A Common Stock underlying Company RSUs held by such holder immediately prior to the First Effective Time (and giving effect to the Conversion) and (ii) the denominator of which is the number of shares of Company Common stock, shares of Company Class A Common Stock underlying Company Options and shares of Company Class A Common Stock underlying Company RSUs outstanding immediately prior to the First Effective Time (and after giving effect to the Conversion).

22

(b)            At the First Effective Time, Surviving Pubco will issue to each holder of Company Common Stock, Company Options and Company RSUs as of immediately prior to the First Effective Time each such holder’s Earn-Out Portion of the Earn-Out Shares (in the form of Earn-Out RSUs, as applicable) which shall be subject to the vesting and forfeiture provisions provided for in Annex I, which Earn-Out Shares and Earn-Out RSUs shall otherwise be fully paid and free and clear of all Liens other than applicable securities Law restrictions or as set forth in any Ancillary Agreement. Notwithstanding the foregoing, the issuance of the Earn-Out Shares shall be subject to withholding pursuant to ‎Section 4.02(h).

(c)            Prior to the Closing, the Company shall have adopted appropriate resolutions and shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan (and the underlying grant, award or similar agreements) to give effect to the provisions of this Article IV with respect to Company Options and Company RSUs.

Article V.

REPRESENTATIONSAND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule, the Company hereby represents and warrants to SPAC, Merger Sub I and Merger Sub II as follows:

Section 5.01****Organization and Qualification; Subsidiaries.

(a)            The Company and each subsidiary of the Company (each, a “Company Subsidiary”) is a corporation or other organization duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (insofar as such concept exists in such jurisdiction) and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction (insofar as such concept exists in such jurisdiction) where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

23

(b)            A true and complete list of all Company Subsidiaries, together with the jurisdiction of incorporation or other organization of each Company Subsidiary and the percentage of the outstanding capital stock of each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Section 5.01(b) of the Company Disclosure Schedule. Except for the Company Subsidiaries set forth in Section 5.01(b) of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

Section 5.02****Certificate of Incorporation and Bylaws. The Company has prior to the date of this Agreement made available to SPAC a complete and correct copy of the certificate of incorporation and the bylaws, or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such certificates of incorporation, bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in material violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents.

Section 5.03****Capitalization.

(a)            As of the date hereof, the authorized capital stock of the Company consists of 152,000,000 shares of Company Common Stock consisting of 100,000,000 shares of Company Class A Common Stock and 52,000,000 shares of Company Class B Common Stock, and 59,799,200 shares of Company Preferred Stock consisting of 41,000,000 shares of Company Series A-1 Preferred Stock and 18,799,200 shares of Company Series A-2 Preferred Stock. As of the date hereof, (i) 1,313,602 shares of Company Class A Common Stock are issued and outstanding, (ii) 11,000,000 shares of Company Class B Common Stock are issued and outstanding, (iii) 41,000,000 shares of Company Series A-1 Preferred Stock are issued and outstanding, (iv) 12,924,450 shares of Company Series A-2 Preferred Stock are issued and outstanding, (v) 5,250,500 shares of Company Class A Common Stock are reserved for issuance upon the exercise of the outstanding Company Options, (vi) 125,000 shares of Company Class A Common Stock are reserved for the issuance upon the settlement of the outstanding Company RSUs, and (vii) 3,982,566 shares of Company Class A Common Stock are reserved for future grants under the Company Equity Plan.

(b)            Except as set forth in Section 5.03(b) of the Company Disclosure Schedule, (i) other than the Company Options and Company RSUs, there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary, (ii) neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, and neither the Company nor any Company Subsidiary has granted, any equity appreciation rights, participations, phantom equity or similar rights, and (iii) there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of the Company Capital Stock or any of the equity interests or other securities of the Company or any of the Company Subsidiaries.

24

(c)            As of the date of this Agreement, the Company has made available to SPAC the following information with respect to each outstanding Company Option and Company RSU (each, a “Company Share Award”): (i) the name of the Company Share Award recipient; (ii) the number of shares of Company Class A Common Stock subject to such Company Share Award; (iii) the exercise or purchase price of such Company Share Award, if applicable; (iv) the date on which such Company Share Award was granted; (v) the vesting schedule applicable to such Company Share Award (including any accelerated vesting); and (vi) the date on which such Company Share Award expires, if applicable. The Company has made available to SPAC accurate and complete copies of the Company Equity Plan pursuant to which the Company has granted the Company Share Awards that are currently outstanding, all forms of award agreements evidencing such Company Share Awards and any award agreements evidencing such Company Share Awards which differ materially from such forms of award agreements.  No Company Option was granted to an employee who is a US taxpayer with an exercise price per share less than the fair market value of the underlying Company Class A Common Stock as of the date such Company Option or has any feature for the deferral of compensation within the meaning of Section 409A of the Code. All shares of the Company subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.

(d)            There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any capital stock of any Company Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person other than a Company Subsidiary.

(e)            (i) There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Share Award as a result of the Transactions, and (ii) all outstanding shares of Company Capital Stock, all outstanding Company Share Awards under the Company Equity Plan and all outstanding shares of capital stock of each Company Subsidiary, have been issued and granted in compliance with (A) all applicable securities laws and other applicable Laws, and (B) all pre-emptive rights and other requirements set forth in applicable contracts to which the Company or any Company Subsidiary is a party.

(f)            Each outstanding share of Company Capital Stock (i) is duly authorized, validly issued, fully paid and nonassessable, and (ii) was issued free and clear of all Liens, options, rights of first refusal and limitations on the Company’s voting rights, other than transfer restrictions under applicable securities laws and the Company Certificate of Incorporation.

(g)            Each outstanding share of capital stock or other security of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be limited by Sections 18-607 and 18-804 of the DLLCA), and each such share or security is owned by the Company or another Company Subsidiary free and clear of all Liens (other than Liens arising under this Agreement), options, rights of first refusal and limitations on the Company’s or any Company Subsidiary’s voting rights, other than transfer restrictions under applicable securities laws and their respective organizational documents.

25

(h)            The stockholders of the Company collectively own directly and beneficially and of record, all of the equity of the Company (which is represented by the issued and outstanding shares of Company Capital Stock). Except for the shares of Company Capital Stock held by the stockholders of the Company and the Company Share Awards granted under the Company Equity Plan, no shares or other equity or voting interest of the Company, or options, warrants or other rights to acquire any such shares or other equity or voting interest, of the Company is authorized or issued and outstanding.

(i)            Subject to Section 4.01(b) and the applicable terms and conditions set forth in the Company Certificate of Incorporation, the Conversion will have been duly and validly authorized by all corporate action and all required approvals and consents for the Conversion will have been obtained by the Company. By way of example, (x) the 41,000,000 shares of Company Series A-1 Preferred Stock outstanding as of the date hereof would convert into 41,000,000 shares of Company Class B Common Stock, and (y) the 12,924,450 shares of Company Series A-2 Preferred Stock outstanding as of the date hereof would convert into 12,924,450 shares of Company Class A Common Stock.

Section 5.04****Authority Relative to this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval (including the approval of the holders of at least (i) a majority of the then-outstanding shares of Company Series A-1 Preferred Stock and (ii) 51% of the then-outstanding shares of Company Series A-2 Preferred Stock, in each case voting as a separate class, with respect to the Conversion, as set forth in Section 4.01(b)), to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is or will be a party by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents to which it is or will be a party, or to consummate the Transactions (other than, (a) with respect to the Mergers, the Company Stockholder Approval, (b) with respect to the Conversion, the approval of the holders of at least (i) a majority of the then-outstanding shares of Company Series A-1 Preferred Stock and (ii) 51% of the then-outstanding shares of Company Series A-2 Preferred Stock, as set forth in Section 4.01(b), and (c) the filing and recordation of appropriate merger documents as required by the NRS and the DLLCA). Each of this Agreement and the other Transaction Documents to which the Company is or will be a party has been, or will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by SPAC, Merger Sub I and Merger Sub II, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Sections 78.378 to 78.3793, inclusive, and Sections 78.411 to 78.444, inclusive, of the NRS shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Mergers or the other Transactions.

26

Section 5.05****No Conflict; Required Filings and Consents.

(a)            The execution and delivery of this Agreement by the Company does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the NRS and the DLLCA and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 5.05(b), the performance of this Agreement by the Company will not (i) conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) conflict with or violate any United States or non-United States supra-national, national, federal, state, county, local, municipal or other statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any Material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company Material Adverse Effect.

(b)            The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, clearance, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, governmental, supra-national, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” laws (“Blue Sky Laws”), the pre-merger notification and waiting period requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the NRS and the DLLCA, or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect.

Section 5.06****Permits; Compliance. Section 5.06 of the Company Disclosure Schedule sets forth a true, correct and complete list of all of the material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority held by the Company or any Company Subsidiary and necessary for the Company or any applicable Company Subsidiary to own, lease and operate its or their properties or to carry on its or their business as it is now being conducted (the “Company Permits”). The Company or a Company Subsidiary is in possession of all Company Permits, except where the failure to have such Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Neither the Company nor any Company Subsidiary is, or has been since the Lookback Date, in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations, individually or in the aggregate, that would not have or would not reasonably be expected to have a Company Material Adverse Effect.

27

Section 5.07****Financial Statements.

(a)            The Company has made available to SPAC true and complete copies of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of comprehensive loss, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for each of the years then ended (collectively, the “Financial Statements”), which are attached as Section 5.07(a) of the Company Disclosure Schedule. Each of the Financial Statements fairly presents, in all material respects, the financial position, results of operations, stockholders equity and cash flows of the Company and the Company Subsidiaries as at the dates thereof and for the periods indicated therein in conformity with GAAP consistently applied.

(b)            The Company has made available to SPAC a true and complete copy of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2021 (the “Interim Balance Sheet”), and the related unaudited consolidated statements of comprehensive loss, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the nine-month period then ended (collectively, the “Interim Financial Statements”), which are attached as Section 5.07(b) of the Company Disclosure Schedule. Such unaudited financial statements fairly present, in all material respects, the financial position, results of operations, stockholders equity and cash flows of the Company and the Company Subsidiaries as at the date thereof and for the period indicated therein in conformity with GAAP consistently applied, except for the absence of footnotes and other presentation items required by GAAP and for normal and recurring year-end adjustments that are not material.

(c)            Except as and to the extent set forth on the Interim Balance Sheet, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities that were incurred in the ordinary course of business since the date of such Interim Balance Sheet, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party (and not for a breach of any such contract), or (iii) liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

(d)            Since January 1, 2019 (the “Lookback Date”) (i) neither the Company nor any Company Subsidiary or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

28

(e)            To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).

(f)            The PCAOB Audited Financials, when delivered by the Company, shall (i) be true and complete, (ii) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (iii) have been prepared in accordance with Regulation S-X and audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and (iv) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as at the dates thereof and for the periods indicated therein, except as otherwise noted therein. The PCAOB Audited Financials shall be the same as the Financial Statements, subject to de minimis differences.

(g)            The Company and the Company Subsidiaries maintain, on a consolidated basis, systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for the Company and the Company Subsidiaries for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that the Company and the Company Subsidiaries maintain records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements of the Company and the Company Subsidiaries on a consolidated basis in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and their respective board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on the financial statements of the Company and the Company Subsidiaries on a consolidated basis. The Company has delivered to SPAC a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any Representative of the Company and the Company Subsidiaries to the Company’s and the Company Subsidiaries’ independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company and the Company Subsidiaries to record, process, summarize and report financial data. The Company and the Company Subsidiaries have no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company or the Company Subsidiaries. Since February 1, 2020, there have been no material changes in the Company’s or the Company Subsidiaries’ internal control over financial reporting.

29

(h)            Except as set forth in ‎Section 5.07(h) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any material (i) indebtedness, whether or not contingent, for borrowed money, (ii) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security or similar instrument or (iii) off-balance sheet arrangements that are not disclosed in the Financial Statements.

Section 5.08****Absence of Certain Changes or Events. Since the date of the Interim Balance Sheet, except as set forth in Section 5.08 of the Company Disclosure Schedule or as expressly contemplated by this Agreement, (a) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course and in a manner consistent with past practice, (b) the Company and the Company Subsidiaries have not sold, assigned or otherwise transferred, licensed, sublicensed, terminated, encumbered, failed to take any action necessary to maintain, enforce or protect, permitted to lapse, abandoned or otherwise disposed of any right, title, or interest in or to any of their material assets (including any material Company-Owned IP, other than non-exclusive licenses in the ordinary course of business) or agreed to do any of the foregoing, (c) the Company and the Company Subsidiaries have not taken any action (or failed to take any action) that would violate ‎Section 7.01 if such action had been taken (or failed to be taken) after the date of this Agreement and (d) there has not been any Company Material Adverse Effect.

Section 5.09****Absence of Litigation. Since the Lookback Date, there has been no material litigation, suit, claim, action, proceeding or investigation by or before any Governmental Authority (an “Action”) pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, before any Governmental Authority. Since the Lookback Date, neither the Company nor any Company Subsidiary, nor any material property or asset of the Company or any Company Subsidiary, has been subject to any order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.

Section 5.10****Employee Benefit Plans.

(a)            All employment and consulting contracts or agreements to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any severance obligation (and, for the avoidance of doubt, excluding standard form agreements for employees outside of the United States and contracts or agreements that can be terminated at any time without severance or termination pay or upon notice of not more than 60 days) (collectively, the “Service Agreements”) , have been made available to SPAC in the virtual data room and set forth on Section 5.10(a) of the Company Disclosure Schedule. In addition, Section 5.10(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, all material Plans.

(b)            With respect to each Plan, the Company has made available in the virtual data room to SPAC, if applicable (i) a true and complete copy of the current plan document and all material amendments thereto and each trust or other funding arrangement, (ii) copies of the most recent summary plan description and any summaries of material modifications, (iii) copies of the Internal Revenue Service (“IRS”) Form 5500 annual report and accompanying schedules and nondiscrimination testing results, in each case, for the two (2) most recent plan years, (iv) copies of the most recently received IRS determination, opinion or advisory letter for each such Plan, and (v) any material non-routine correspondence from any Governmental Authority with respect to any Plan within the past three (3) years with respect to which any material liability remains outstanding. Neither the Company nor any Company Subsidiary has any express, legally-binding commitment to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code, or other applicable Law.

30

(c)            Neither the Company nor any Company Subsidiary nor any of their ERISA Affiliates currently sponsors, maintains, contributes to or is required to contribute to, nor has, within the past six (6) years, sponsored, maintained, contributed to or been required to contribute to, nor has any liability or obligation (contingent or otherwise) under (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 of the Code and/or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a multiple employer welfare arrangement under ERISA. For purposes of this Agreement, “ERISA Affiliate” shall mean any entity that together with the Company would be deemed a “single employer” for purposes of Section 4001(b)(1) of ERISA and/or Sections 414(b), (c) or (m) of the Code.

(d)            Except as set forth in Section 5.10(d) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is, nor will be, obligated, whether under any Plan or otherwise, to pay separation, severance or termination to any current or former employee, director or independent contractor directly as a result of the execution and delivery of this Agreement nor the consummation of any of the Transactions (either alone or in connection with any other event, contingent or otherwise), nor will any such action (i) result in any forgiveness of indebtedness to any current or former employee, director or contractor of the Company, (ii)  accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual or (iii) limit or restrict the right of the Company or any Company Subsidiary or, after the Closing, SPAC, to merge, amend or terminate any Plan. The Transactions shall not be the direct or indirect cause of any amount paid or payable by the Company or any Company Subsidiary being classified as an “excess parachute payment” under Section 280G of the Code.

(e)            None of the Plans provides, nor does the Company or any Company Subsidiary have or reasonably expect to have any obligation to provide retiree medical benefits to any current or former employee, officer, director or consultant of the Company or any Company Subsidiary after termination of employment or service except as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder.

(f)            Each Plan is in compliance, in all material respects, in accordance with its terms and the requirements of all applicable Laws including, without limitation, ERISA and the Code. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that could reasonably be expected to give rise to any such Action. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof.

31

(g)            Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has (i) timely received a favorable determination letter from the IRS covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified and each trust established in connection with such Plan is exempt from federal income taxation under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion letter from the IRS, and to the knowledge of Company, no fact or event has occurred since the date of such determination or opinion letter or letters from the IRS that could reasonably be expected to result in the loss of the qualified status of any such Plan or the exempt status of any such trust.

(h)            There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) nor any reportable events (within the meaning of Section 4043 of ERISA) with respect to any Plan that could reasonably be expected to result in material liability to the Company or any Company Subsidiary. There have been no acts or omissions by the Company or any ERISA Affiliate that have given or could reasonably be expected to give rise to any material fines, penalties, Taxes or related charges under Sections 502 or 4071 of ERISA or Section 511 or Chapter 43 of the Code for which the Company or any ERISA Affiliate may be liable.

(i)            All contributions, premiums or payments required to be made by the Company or any Company Subsidiary with respect to any Plan have been timely made to the extent due or properly accrued on the consolidated financial statements of the Company and the Company Subsidiaries, except as would not result in material liability to the Company and the Company Subsidiaries.

(j)            The Company, each Company Subsidiary and each of their ERISA Affiliates have complied in all material respects with the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA, and the regulations thereunder, with respect to each Plan that is, or was during any taxable year for which the statute of limitations on the assessment of federal income Taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code.

(k)            The Company, each Company Subsidiary and each Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Health Plan”) is and has been in compliance, in all material respects, with the Patient Protection and Affordable Care Act of 2010 (“PPACA”), and no event has occurred, and no condition or circumstance exists, that could reasonably be expected to subject the Company, any Company Subsidiary, any ERISA Affiliate or any Health Plan to any material liability for penalties or excise taxes under Code Section 4980D or 4980H or any other provision of the PPACA.

(l)            Each Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered and operated, in all material respects, in compliance with the provisions of Section 409A of the Code and the Treasury Regulations thereunder. There is no agreement, plan arrangement, or other contract by which the Company or any Company Subsidiary is bound to compensate any Person for excise or additional Taxes, penalties or interest, whether pursuant to Section 4999 or Section 409A of the Code.

32

Section 5.11****Labor and Employment Matters.

(a)            (i) There are no material Actions pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any of their respective current or former employees, which Actions would be material to the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor has been for the past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii)  there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board; and (iv) during the past three (3) years, there has not been, nor, to the knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute against the Company or any Company Subsidiary.

(b)            Except as set forth in Section 5.11(b) of the Company Disclosure Schedule, the Company and all Company Subsidiaries are, and have been since January 1, 2018, in compliance with all applicable Laws relating to labor and employment, including all such Laws regarding employment practices, employment discrimination, terms and conditions of employment, redundancies, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar state or local Laws), information and consultation, furloughs, immigration, meal and rest breaks, working time, pay equity, workers’ compensation, family and medical leave and all other employee leave, holiday pay, recordkeeping, classification of employees and independent contractors, wages and hours, pay checks and pay stubs, employee seating, anti-harassment and anti-retaliation (including all such Laws relating to the prompt and thorough investigation and remediation of any complaints) and occupational safety and health requirements (“Employment Matters”), and neither the Company nor any Company Subsidiary is liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing, except for any such non-compliance that would not reasonably be expected to result in material liability for the Company and the Company Subsidiaries, taken as a whole. Each employee of the Company and each Company Subsidiary and any other individual who has provided services with respect to the Company or any Company Subsidiary has been paid (and as of the Closing will have been paid) all wages, bonuses, compensation and other sums owed and due to such individual as of such date, except where the failure to make such payments would not reasonably be expected to result in material liability for the Company. Neither the Company nor any of the Company Subsidiaries has (x) taken any action which would constitute a “plant closing” or “mass lay-off” or “mass termination” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or similar law (collectively, “WARN”) or issued any notification of a plant closing or mass lay-off or mass termination required by WARN or similar law, or (y) incurred any liability or obligation under WARN that remains unsatisfied.

33

(c)            Except as would not reasonably be expected to result in material liability for the Company and the Company Subsidiaries, taken as a whole, each of the Company and the Company Subsidiaries: (i) has taken reasonable steps to properly classify and treat all of their employees as “employees” and independent contractors as “independent contractors”; (ii) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “nonexempt” from overtime requirements under applicable Law; (iii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable Law, records of hours worked; (iv) is not delinquent in any payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid; (v) has withheld, remitted, and reported all amounts required by Law or by agreement to be withheld, remitted, and reported with respect to wages, salaries, end of service and retirement funds, superannuation and social security benefits and other payments to any current or former independent contractors or employees; and (vi) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the ordinary course of business and consistent with past practice).

Section 5.12****Real Property; Title to Assets.

(a)            Neither the Company nor any Company Subsidiary owns any land, buildings or other real property.

(b)            Section 5.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses any real property (each, a “Lease”), with the name of the lessor and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to SPAC. There are no leases, subleases, concessions or other contracts granting to any person other than the Company or the Company Subsidiaries the right to use or occupy the real property subject to the Leases, and all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not and, since the Lookback Date, has not been, under any of such Leases, any material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.

(c)            There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

34

(d)            Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and leased assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. The tangible assets of the Company and the Company Subsidiaries constitute all material tangible assets used or held for use by the Company and its Affiliates in, and, except as would not be material to the Company and the Company Subsidiaries taken as a whole, are sufficient for, the operation of the businesses of the Company and the Company Subsidiaries as presently operated.

Section 5.13****Intellectual Property.

(a)            Section 5.13(a) of the Company Disclosure Schedule contains a true, correct and complete list of (i) all registered Patents, registered Trademarks, domain names and registered Copyrights and applications for any of the foregoing that have been filed with the applicable Governmental Authority and that are included in the Company-Owned IP (“Registered IP”) (showing in each, as applicable, the owner, jurisdiction to which such registration or application applies, filing date, date of issuance, expiration date, registration or application number, and registrar) and (ii) any Software constituting Company-Owned IP that is material to the business of the Company or any Company Subsidiary as currently conducted. The Company and the Company Subsidiaries own or have a valid and enforceable license to use any and all Intellectual Property rights used, held for use in, or otherwise necessary for, the operation of the business of the Company and the Company Subsidiaries as currently conducted.

(b)            The Company or a Company Subsidiary solely and exclusively owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and has the right to use, pursuant to a valid and enforceable written license, all Company-Licensed IP. No material Registered IP has been adjudged invalid or unenforceable in whole or in part and all Registered IP that is material to the business of the Company and the Company Subsidiaries as currently conducted is subsisting and, to the knowledge of the Company, valid and enforceable.

(c)            The Company and each applicable Company Subsidiary have taken and take commercially reasonable actions in accordance with normal industry practice to maintain, protect and enforce the confidentiality of its trade secrets and other Confidential Information. To the knowledge of the Company, neither the Company nor any Company Subsidiary has disclosed any trade secrets or Confidential Information that is material to the business of the Company and the Company Subsidiaries to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality of and protect such trade secrets or Confidential Information.

(d)            There are no pending, and since January 1, 2018, there have been no claims, actions, suits, investigations, or proceedings filed or threatened in writing (including email) against the Company or any Company Subsidiary by any person (i) contesting the validity, use, ownership, enforceability, patentability or registrability of any Company-Owned IP (other than ordinary course office actions received from the U.S. Patent and Trademark Office and similar Governmental Authorities in the course of registering any Company-Owned IP), or (ii) alleging any infringement or misappropriation of, or other violation of, any Intellectual Property rights of other persons (including any material demands or offers to license any Intellectual Property rights from any other person). To the knowledge of the Company, the operation of the business of the Company and the Company Subsidiaries as currently conducted (including the Products) has not, since January 1, 2018, infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property rights of any other persons. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any of the Company-Owned IP. Since January 1, 2018, neither the Company nor any Company Subsidiary has received any formal written opinions of counsel regarding any of the foregoing.

35

(e)            All current and past founders, officers, employees and contractors who have contributed, developed or conceived any material Company-Owned IP have executed valid and, to the Company’s knowledge, enforceable written agreements with the Company or a Company Subsidiary pursuant to which such persons agreed to maintain in confidence all confidential or proprietary information acquired by them in the course of their relationship with the Company or a Company Subsidiary and assigned to the Company or a Company Subsidiary all of their entire right, title, and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Company or a Company Subsidiary, without further consideration or any restrictions or obligations whatsoever, including on the use or other disposition or ownership of such Intellectual Property, except as otherwise required or prohibited by applicable Law.

(f)            The use of Open Source Software by the Company and the Company Subsidiaries is in compliance with the terms and conditions of all applicable licenses for such Open Source Software. The Company and the Company Subsidiaries do not use and have not used any Open Source Software or any modification or derivative thereof (i) in a manner that would grant or purport to grant to any other person any rights to or immunities under any material Company-Owned IP, or (ii) under any license or in a manner that would require the Company or any Company Subsidiary to license, make available, disclose or distribute the source code to any material Company-Owned IP, Product components or Business Systems owned or purported to be owned by the Company or any Company Subsidiary.

(g)            The Company or one of the Company Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all Business Systems, and such Business Systems operate and perform in all material respects in a manner that permits the Company and the Company Subsidiaries to conduct, the business of the Company and the Company Subsidiaries as currently conducted. The Company and the Company Subsidiaries maintain commercially reasonable disaster recovery, data backup and business continuity plans, procedures and facilities, and encryption and other security protocol technology, in each case consistent with current industry standards, designed to protect the confidentiality, integrity and security of the Business Systems (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption. Since January 1, 2018, there has not been any material failure, interruption or corruption with respect to any of the Products or Business Systems that has not been remedied or replaced in all material respects.

36

(h)            The Company and each of the Company Subsidiaries currently comply, and since January 1, 2018, have complied, in all material respects with all (i) applicable Privacy/Data Security Laws, (ii) industry standards to which the Company and the Company Subsidiaries are legally bound, (iii) contractual commitments that the Company or any Company Subsidiary have entered into or are otherwise bound by with respect to the privacy or data security of Personal Information or other Business Data held or processed by or on behalf of the Company or any Company Subsidiary and (iv) applicable privacy or other policies of the Company or any Company Subsidiary, including internal policies and policies that are published on a Company website or otherwise made publicly available by the Company or any Company Subsidiary concerning data protection, security or privacy or the collection, dissemination, storage or use of Personal Information or other Business Data (collectively, the “Data Security Requirements”). The Company and the Company Subsidiaries have implemented reasonable data security safeguards designed to protect the security and integrity of the Business Systems and any Personal Information or other Business Data held or processed by, or on behalf of, the Company or any Company Subsidiary. To the knowledge of the Company, since January 1, 2018, no person has inserted or is alleged to have inserted any Disabling Device in any of the Business Systems, Software that is included in the Company-Owned IP or Product components. Since January 1, 2018, neither the Company nor any Company Subsidiary has (x) to the Knowledge of the Company, experienced any material data security breaches, unauthorized access or use of any of the Business Systems (or any information or transactions stored or contained therein or transmitted thereby) or any material unauthorized access, acquisition, destruction, damage, disclosure, loss, corruption or use of any Personal Information or Business Data or (y) been subject to or received written notice of any audits, proceedings, litigations, actions or investigations by any Governmental Authority or any third party, or received, in writing, any material claims or complaints regarding its collection, dissemination, storage or use of Personal Information or its violation of any applicable Data Security Requirements.

(i)            The Company and the Company Subsidiaries have rights to use all Business Data, in whole or in part, in the manner in which the Company and the Company Subsidiaries receive and use such Business Data as of immediately prior to the Closing Date. Neither the Company nor any Company Subsidiary is subject to any contractual requirements, privacy policies, or other legal obligations, including based on the Data Security Requirements or in connection with the Transactions, that would (i) prohibit SPAC, the Surviving Entity or their respective subsidiaries from receiving or using Personal Information or other Business Data held or processed by or on behalf of the Company or any Company Subsidiary, in a materially similar manner to which the Company or such Company Subsidiary receives and uses such Personal Information and other Business Data as of immediately prior to the Closing Date or (ii) result in any material violations of, or material liabilities in connection with, the Data Security Requirements.

37

Section 5.14****Taxes.

(a)            The Company and the Company Subsidiaries: (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all material Taxes that are shown as due on such filed Tax Returns and any other material Taxes that the Company or any Company Subsidiary is otherwise obligated to pay, except with respect to Taxes that are being contested in good faith and are disclosed in of the Company Disclosure Schedule, and with respect to which adequate reserves have been made in accordance with GAAP, and no material penalties or charges are due with respect to the late filing of any Tax Return required to be filed by or with respect to any of them on or before the Effective Time; (iii)  have not waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency; and (iv) do not have any deficiency, audit, examination, investigation or other proceeding in respect of material Taxes or material Tax matters pending or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

(b)            Neither the Company nor any Company Subsidiary is a party to, is bound by, or has any obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) or has any material potential liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment other than, in each case, an agreement, contract, arrangement or commitment entered into in the ordinary course of business the primary purpose of which does not relate to Taxes.

(c)            None of the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting (including as a result of the use of an improper method of accounting) for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction made on or prior to the Closing Date; or (iv) prepaid amount or deferred revenue received on or prior to the Closing Date other than in the ordinary course of business.

(d)            Each of the Company and the Company Subsidiaries has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes.

(e)            Neither the Company nor any Company Subsidiary has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return (other than a group of which the Company was the common parent or that involves only the Company and Company Subsidiaries).

(f)            Neither the Company nor any Company Subsidiary has any material liability for the Taxes of any person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract, or otherwise (except, in each case, for liabilities pursuant to an agreement, contract, arrangement or commitment entered into in the ordinary course of business the primary purpose of which does not relate to Taxes).

(g)            Neither the Company nor any Company Subsidiary has any request for a private letter ruling, administrative relief, technical advice or a change of any method of accounting pending with any Governmental Authority.

38

(h)            Neither the Company nor any Company Subsidiary has within the last two (2) years distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(i)            Neither the Company nor any Company Subsidiary has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j)            Neither the IRS nor any other United States or non-United States taxing authority or agency has asserted in writing any deficiency or claim for any material Taxes of the Company or any Company Subsidiary that has not been resolved.

(k)            There are no material Tax Liens upon any assets of the Company or any Company Subsidiary except for Permitted Liens.

(l)            Neither the Company nor any Company Subsidiary has taken any action nor, to the knowledge of the Company, are there any facts or circumstances, that would reasonably be expected to prevent the Intended U.S. Tax Treatment.

(m)            No material written claim has been made by any Governmental Authority in a jurisdiction where the Company or any Company Subsidiary does not pay particular type of Tax or file a particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax.

(n)            Neither the Company nor any Company Subsidiary has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization, in each case where it is required to file a material income Tax Return and does not file such a Tax Return.

(o)            Neither the Company nor any Company Subsidiary has made an election described in Section 965(h) of the Code.

(p)            Neither the Company nor any Company Subsidiary has (i) deferred any Taxes under Section 2302 of the CARES Act or (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended.

(q)            Each of the Company and the Company Subsidiaries at all times since its formation has been properly classified for U.S. federal income tax purposes as the type of entity set forth opposite its name on Section 5.14(q) of the Company Disclosure Schedule.

39

(r)            As used in this Agreement, (i) the term “Tax” (including, with correlative meaning, the term “Taxes,”) includes (A) all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, escheat, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments in the nature of a tax imposed by a Governmental Authority, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions (B) any liability for, or in respect of, any item described in clause (A) of this definition as a result of being a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes, affiliated group including under Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of state, local or non-U.S. Law) and (C) any liability for, or in respect of, any item described in clauses (A) or (B) of this definition as a transferee or successor, and (ii) the term “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns, as well as attachments thereto and amendments thereof) supplied or required to be supplied to a Tax authority relating to Taxes.

Section 5.15****Environmental Matters. Except as set forth in Section 5.15 of the Company Disclosure Schedule, (a) none of the Company nor any Company Subsidiary is, or has been since January 1, 2018, in violation in any material respect of any applicable Environmental Law; (b) to the knowledge of the Company, there has been no release of Hazardous Substances on or from any property currently or formerly owned, leased or operated by the Company or any Company Subsidiary, or any of their respective predecessors, (including, without limitation, soils and surface and ground waters) in violation in any material respect of any Environmental Law or in a manner or quantity which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws; (c) none of the Company nor any Company Subsidiary has transported or disposed of, or arranged for the transportation or disposal of, Hazardous Substances at any real property not owned, operated or leased by the Company or any Company Subsidiary, in violation in any material respect of any Environmental Law or otherwise in a manner or quantity that has resulted or would reasonably be expected to result in a material liability to the Company or any Company Subsidiary under any Environmental Law; (d) the Company and the Company Subsidiaries have all material permits, licenses and other authorizations required of the Company or any Company Subsidiary under applicable Environmental Law (“Environmental Permits”); (e)  the Company and the Company Subsidiaries are in compliance in all material respects with the terms and conditions of their Environmental Permits; and (f) the Company has delivered to SPAC true and complete copies of all environmental Phase I reports and other material investigations, studies, audits, tests, reviews or other analyses commenced or conducted by or on behalf of the Company or any Company Subsidiary (or by a third-party of which the Company has knowledge) in relation to the current or prior business of the Company or any of the Company Subsidiaries or any real property presently or formerly owned, leased, or operated by the Company or any Company Subsidiary (or their predecessors) that are in possession, custody or control of the Company or any Company Subsidiary.

40

Section 5.16****Material Contracts.

(a)            Section 5.16(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which the Company or any Company Subsidiary is a party (excluding for this purpose, any purchase orders submitted by Customers/Resellers in the ordinary course of business consistent with past practices) (such contracts and agreements as are set forth on Section 5.16(a) of the Company Disclosure Schedule, and all contracts or agreements that would be required to be so set forth as of the Closing Date, being the “Material Contracts”):

(i)            each contract and agreement with consideration paid or expressly payable to or by the Company and the Company Subsidiaries (x) of more than $400,000, in the aggregate, over the twelve (12)-month period ending December 31, 2020 or the twelve (12)-month period ending September 30, 2021 or (y) of more than $750,000 in aggregate over the remaining term thereof;

(ii)            each contract and agreement with Suppliers to the Company and the Company Subsidiaries for expenditures paid or expressly payable by the Company and the Company Subsidiaries (x) of more than $400,000, in the aggregate, over the twelve (12)-month period ending December 31, 2020 or the twelve (12)-month period ending September 30, 2021 or (y) of more than $750,000 in aggregate over the remaining term thereof;

(iii)            each contract and agreement with Customers/Resellers of the Company or any Company Subsidiary that involves consideration expressly payable to the Company or any Company Subsidiary (x) of more than $400,000, in the aggregate, over the twelve (12)-month period ending December 31, 2020 or the twelve (12)-month period ending September 30, 2021 or (y) of more than $600,000 in aggregate over the remaining term thereof;

(iv)            all contracts with a Top 10 Supplier or Top 10 Customer/Reseller (excluding purchase or sale orders entered into in the ordinary course of business consistent with past practice that do not contain outstanding payment obligations in excess of $750,000 in the aggregate);

(v)            all broker, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party that are material to the business of the Company and the Company Subsidiaries;

(vi)            all Service Agreements involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any Product of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party;

(vii)            all contracts and agreements evidencing indebtedness (or any guaranty therefor) in an amount greater than $200,000;

(viii)            each contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that contains material indemnities or other material contingent payment obligations (including “earn-outs”) that would reasonably be expected to result in the making of payments by the Company or any Company Subsidiary after the Closing Date;

(ix)            all partnership, joint venture or similar agreements that are material to the business of the Company and the Company Subsidiaries;

(x)            all contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is a party, other than any Company Permits;

(xi)            all contracts and agreements that limit, or purport to limit, the ability of the Company or any Company Subsidiary to compete with any person or entity in any line of business in which the Company or any Company Subsidiary currently engages or in any geographic area or during any period of time;

(xii)            all contracts which (i) grant any person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of the Company Subsidiaries that are material to the Company and the Company Subsidiaries on a consolidated basis, (ii) grants material exclusive or preferential rights or “most favored nations” status by the Company or any Company Subsidiary to any person, or (iii) obligates the Company or any Company Subsidiary to purchase or obtain a minimum or specified amount of any product or service in excess of $100,000 in the aggregate during any calendar year;

41

(xiii)            all contracts or arrangements that result in any person or entity holding a power of attorney from the Company or any Company Subsidiary that relates to the Company, any Company Subsidiary or their respective businesses;

(xiv)            all leases or master leases of personal property reasonably likely to result in annual payments (x) of $500,000 or more over the twelve (12)-month period ending December 31, 2020 or the twelve (12)-month period ending September 30, 2021 or (y) of more than $600,000 in aggregate over the remaining term thereof;

(xv)            all contracts pursuant to which (A) the Company or any Company Subsidiary grants any right, license or covenant not to sue with respect to material Company-Owned IP, but excluding (x) non-disclosure agreements entered into in the ordinary course of business and (y) non-exclusive licenses (or sublicenses) of Company-Owned IP granted: (1) to Customers/Resellers in the ordinary course of business consistent with past practice or (2) to vendors, employees and service providers for the purpose of providing the applicable work or services to the Company or any Company Subsidiary; or (B) the Company or any Company Subsidiary obtains any right, license or covenant not to be sued with respect to any material Company-Licensed IP, excluding licenses for commercially available, “off-the-shelf” Software which are generally available on non-discriminatory pricing terms;

(xvi)            any Interested Party Contract;

(xvii)            any material agreement with a reseller of any of the Company’s Products that is not substantially consistent with the applicable standard form of reseller agreement made available to SPAC involving consideration payable to the Company or any Company Subsidiary (x) in excess of $400,000 for the twelve (12)-month period ended December 31, 2020 or the twelve (12)-month period ending September 30, 2021 or (y) of more than $600,000 in aggregate over the remaining term thereof; and

(xviii)            any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) or any other contract that is material to the Company or any Company Subsidiary, taken as a whole.

(b)            (i) each Material Contract is a legal, valid and binding obligation of the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, the other parties thereto, and is enforceable in accordance with its terms, and neither the Company nor any Company Subsidiary is in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the Company’s knowledge, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) since December 31, 2019, neither the Company nor any Company Subsidiary has received any written, or to the knowledge of the Company, oral claim of default under any such Material Contract. The Company has made available to SPAC or its legal advisors true and complete copies of all Material Contracts without redaction, including amendments thereto that are material in nature.

42

Section 5.17****Insurance.

(a)            Section 5.17(a) of the Company Disclosure Schedule sets forth, with respect to each material insurance policy under which the Company or any Company Subsidiary is an insured, a named insured or otherwise the principal beneficiary of coverage as of the date of this Agreement (i) the names of the insurer, the principal insured and each named insured that is the Company or any Company Subsidiary, (ii) the policy number, (iii) the period, scope and amount of coverage, and (iv) the premium most recently charged.

(b)            With respect to each such insurance policy, except as would not reasonably be expected to result in a Company Material Adverse Effect: (i) the policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and, except for policies that have expired under their terms in the ordinary course, is in full force and effect; (ii)  neither the Company nor any Company Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the policy; and (iii) to the knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation or has threatened in writing to cancel or not renew such policy.

Section 5.18****Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Mergers are advisable and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Mergers, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Mergers and directed that this Agreement and the Transactions (including the Mergers) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered to the Company, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and consummate the Transactions.

Section 5.19****Certain Business Practices. Since January 1, 2018, none of the Company, any Company Subsidiary or, to the knowledge of the Company, any directors or officers, agents or employees of the Company or any Company Subsidiary, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any payment in the nature of criminal bribery.

Section 5.20****Interested Party Transactions. Except as set forth in Section 5.20 of the Company Disclosure Schedule, and except for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the ordinary course of business, no director, officer or other affiliate of the Company or any Company Subsidiary or any affiliate or “associate” or “immediate family” member (as such terms are defined in Section 6.22) of any of the foregoing, to the Company’s knowledge, has or has had, directly or indirectly (a) an economic interest in any person that has furnished or sold, or furnishes or sells, services or Products that the Company or any Company Subsidiary furnishes or sells, or proposes to furnish or sell, (b) an economic interest in any person that purchases from or sells or furnishes to, the Company or any Company Subsidiary, any goods or services, (c) a beneficial interest in any contract or agreement disclosed in Section 5.16(a) of the Company Disclosure Schedule; (d) any contractual or other arrangement with the Company or any Company Subsidiary (other than customary indemnity arrangements and customary employment-related agreements and arrangements) (an “Interested Party Contract”) or (e) any economic interest in any asset being utilized by the Company or any Company Subsidiary (any such transaction in clauses (a) through (e) being hereinafter referred to as an “Interested Party Transaction”); provided, however, that ownership of no more than five percent (5%) of the outstanding voting stock of a publicly traded corporation shall not be deemed an “economic interest in any person” for purposes of this Section 5.20. The Company and the Company Subsidiaries have not, since January 1, 2018, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company, or (ii) materially modified any term of any such extension or maintenance of credit.

43

Section 5.21****Customers/Resellers; Suppliers.

(a)            Section 5.21(a) of the Company Disclosure Schedule sets forth a complete and accurate list of the 10 most significant Suppliers of the Company, together with the Company Subsidiaries, as measured by amounts paid by the Company and the Company Subsidiaries on a consolidated basis for the 12 month period ended September 30, 2021 (the “Top 10 Suppliers”), and the amount of consideration paid to such suppliers for such period. Since September 30, 2020, no Top 10 Supplier has cancelled, terminated, reduced or altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its business relationship with the Company or any of the Company Subsidiaries, and the Company has not received written or, to the knowledge of the Company as of the date hereof, oral notice from any of the Top 10 Suppliers stating the intention of such Person to do so.

(b)            Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and accurate list of the 10 most significant Customers/Resellers of the Company, together with the Company Subsidiaries, as measured by amounts received by the Company and the Company Subsidiaries on a consolidated basis for the 12 month period ended September 30, 2021 (the “Top 10 Customers/Resellers”), and the amount of consideration received from such customers for such period. Since September 30, 2020, no Top 10 Customer/Reseller has cancelled, terminated, reduced or altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its business relationship with the Company or any of the Company Subsidiaries, and the Company has not received written or, to the knowledge of the Company as of the date hereof, oral notice from any of the Top 10 Customers/Resellers stating the intention of such Person to do so.‎

Section 5.22****Certain Business Practices; Anti-Corruption.

(a)            The Company and the Company Subsidiaries, and to the knowledge of the Company each of the Company’s and the Company Subsidiaries’ respective officers, directors, employees, agents, representatives or other persons acting on its behalf, have complied with and are in compliance in all material respects with Anti-Corruption Laws.

(b)            The Company and each of the Company Subsidiaries has in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws.

(c)            Neither the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any of the Company’s Affiliates or its or their directors, officers, employees, agents or representatives, is, or is owned or controlled by one or more Persons that are: (i) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria) or has conducted business with any Person or entity or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf that is located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria).

(d)            The operations of the Company and each of the Company Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and the Company Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”).

44

Section 5.23****Exchange Act. Neither the Company nor any Company Subsidiary is currently (or has previously been) subject to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 5.24****Brokers. Except for Imperial Capital, LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

Section 5.25****Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article V (as modified by the Company Disclosure Schedule) or any Ancillary Agreement, the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company, its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or any Ancillary Agreement, neither the Company nor any other person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to SPAC, its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed. Notwithstanding the foregoing, nothing in this Section 5.25 will limit remedies in the event of knowing and intentional fraud.

45

Article VI.

REPRESENTATIONSAND WARRANTIES OF SPAC,MERGER SUB I AND MERGER SUB II

Except as set forth (i) the SPAC Disclosure Schedule or (ii) in the SPAC SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a general predictive or cautionary nature or related to forward-looking statements) (it being acknowledged that nothing disclosed in such SPAC SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.01 (Corporate Organization), Section 6.03 (Capitalization) and Section 6.04 (Authority Relative to This Agreement)), SPAC hereby represents and warrants to the Company as follows:

Section 6.01****Corporate Organization.

(a)            Each of SPAC and Merger Sub I is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Merger Sub II is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has the requisite limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b)            Merger Sub I and Merger Sub II are the only subsidiaries of SPAC. Except for Merger Sub I and Merger Sub II, SPAC does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or business association or other person.

Section 6.02****Organizational Documents. Each of SPAC, Merger Sub I and Merger Sub II has heretofore furnished to the Company complete and correct copies of the SPAC Organizational Documents, the Merger Sub I Organizational Documents and the Merger Sub II Organizational Documents. The SPAC Organizational Documents (as they may be changed pursuant to the Domestication), the Merger Sub I Organizational Documents and the Merger Sub II Organizational Documents are in full force and effect. None of SPAC, Merger Sub I or Merger Sub II is in material violation of any of the provisions of the SPAC Organizational Documents, the Merger Sub I Organizational Documents or the Merger Sub II Organizational Documents.

Section 6.03****Capitalization.

(a)            The authorized share capital of SPAC consists of (i) 200,000,000 SPAC Class A Ordinary Shares and (ii) 20,000,000 SPAC Class B Ordinary Shares and (iii) 1,000,000 preference shares, par value $0.0001 per share (“SPAC Preference Shares”). As of the date of this Agreement (A) 27,600,000 SPAC Class A Ordinary Shares and 6,900,000 SPAC Class B Ordinary Shares are issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (B) no SPAC Ordinary Shares are held in the treasury of SPAC, and (C) 14,213,333 SPAC Class A Ordinary Shares are reserved for future issuance pursuant to the SPAC Warrants. As of the date of this Agreement, there are no shares of SPAC Preference Shares issued and outstanding. Each SPAC Warrant is exercisable for one SPAC Class A Ordinary Share at an exercise price of $11.50.

(b)            The authorized capital stock of Merger Sub I consists of 1,000 shares of common stock, par value $0.01 per share (the “Merger Sub I Common Stock”). As of the date hereof, 100 shares of Merger Sub I Common Stock are issued and outstanding. All outstanding shares of Merger Sub I Common Stock have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by SPAC free and clear of all Liens, other than transfer restrictions under applicable securities laws and the Merger Sub I Organizational Documents.

46

(c)            All of the issued and outstanding limited liability company interests of Merger Sub II are duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the DLLCA) and are not subject to preemptive rights, and are held by SPAC free and clear of all Liens, other than transfer restrictions under applicable securities laws and the Merger Sub II Organizational Documents.

(d)            All outstanding SPAC Units, SPAC Ordinary Shares and SPAC Warrants have been issued and granted in compliance with all applicable securities laws and other applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable securities Laws, the SPAC Organizational Documents and documents filed with the SPAC SEC Reports.

(e)            The Merger Consideration being delivered by SPAC hereunder shall be duly and validly issued, fully paid and nonassessable, and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the SPAC Organizational Documents and any Ancillary Agreement. The Merger Consideration will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.

(f)            Except for securities issued pursuant to the Subscription Agreements, securities issued by SPAC as permitted by this Agreement and the SPAC Warrants, SPAC has not issued any options, warrants, preemptive rights, calls, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of SPAC or obligating SPAC to issue or sell any shares, or other equity interests in, SPAC. All SPAC Class A Ordinary Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Neither SPAC nor any subsidiary of SPAC is a party to, or otherwise bound by, and neither SPAC nor any subsidiary of SPAC has granted, any equity appreciation rights, participations, phantom equity or similar rights. SPAC is not a party to any voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of SPAC Common Stock or any of the equity interests or other securities of SPAC or any of its subsidiaries. Except for the Redemption Right, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Class A Ordinary Shares. There are no outstanding contractual obligations of SPAC to make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

47

Section 6.04****Authority Relative to This Agreement. Each of SPAC, Merger Sub I and Merger Sub II has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by each of SPAC, Merger Sub I and Merger Sub II and the consummation by each of SPAC, Merger Sub I and Merger Sub II of the Transactions, have been duly and validly authorized by all necessary corporate or limited liability company action, and no other corporate or limited liability company proceedings on the part of SPAC, Merger Sub I or Merger Sub II are necessary to authorize this Agreement or to consummate the Transactions (other than (a) with respect to the First Merger and Second Merger, SPAC’s adoption of this Agreement (as the sole stockholder of Merger Sub I and sole member of Merger Sub II, respectfully) after the execution hereof, (b) the SPAC Shareholder Approval and (c) the filing and recordation of appropriate domestication and merger documents as required by the Companies Act, the DGCL, the NRS and the DLLCA). This Agreement has been duly and validly executed and delivered by SPAC, Merger Sub I and Merger Sub II and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of SPAC, Merger Sub I or Merger Sub II, enforceable against SPAC, Merger Sub I or Merger Sub II in accordance with its terms, subject to the Remedies Exceptions.

Section 6.05****No Conflict; Required Filings and Consents.

(a)            The execution and delivery of this Agreement by each of SPAC, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by each of SPAC, Merger Sub I and Merger Sub II will not, (i) conflict with or violate the SPAC Organizational Documents, the Merger Sub I Organizational Documents or the Merger Sub II Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 6.05(b) have been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to each of SPAC, Merger Sub I or Merger Sub II or by which any of their property or assets is bound or affected, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of each of SPAC, Merger Sub I or Merger Sub II pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC, Merger Sub I or Merger Sub II is a party or by which each of SPAC, Merger Sub I or Merger Sub II or any of their properties or assets is bound or affected, except, (x) the Redemption Rights and (y) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a SPAC Material Adverse Effect.

(b)            The execution and delivery of this Agreement by each of SPAC, Merger Sub I and Merger Sub II do not, and the performance of this Agreement by each of SPAC, Merger Sub I and Merger Sub II will not, require any consent, approval, clearance, waiting period expiration or termination, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover laws, the pre-merger notification and waiting period requirements of the HSR Act, and filing and recordation of appropriate domestication and merger documents as required by the Companies Act, the DGCL, the NRS and the DLLCA, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent SPAC, Merger Sub I or Merger Sub II from performing its material obligations under this Agreement and (iii) approval for listing the Surviving Pubco Common Shares to be issued pursuant to this Agreement on the NYSE.

48

Section 6.06****Compliance. None of SPAC, Merger Sub I or Merger Sub II is or has been in conflict with, or in default, breach or violation of, (a) any Law applicable to SPAC, Merger Sub I or Merger Sub II or by which any property or asset of SPAC, Merger Sub I or Merger Sub II is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC, Merger Sub I or Merger Sub II is a party or by which SPAC, Merger Sub I or Merger Sub II or any property or asset of SPAC, Merger Sub I or Merger Sub II is bound, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or reasonably be expected to have a SPAC Material Adverse Effect. Each of SPAC, Merger Sub I and Merger Sub II is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for SPAC, Merger Sub I or Merger Sub II to own, lease and operate its properties or to carry on its business as it is now being conducted.

Section 6.07****SEC Filings; Financial Statements; Sarbanes-Oxley.

(a)            SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with or to the Securities and Exchange Commission (the “SEC”), together with any amendments, restatements or supplements thereto (collectively, the “SPAC SEC Reports”). SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed or furnished by SPAC with or to the SEC to all agreements, documents and other instruments that previously had been filed or furnished by SPAC with or to the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed or furnished, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To SPAC’s knowledge, each director and executive officer of SPAC has filed with the SEC on a timely basis all documents required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

(b)            Each of the financial statements (including, in each case, any notes thereto) contained in the SPAC SEC Reports was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited financial statements, to normal and recurring year-end adjustments which have not been, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC.

(c)            Except as and to the extent set forth in the SPAC SEC Reports, none of SPAC, Merger Sub I or Merger Sub II has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations arising in the ordinary course of SPAC’s, Merger Sub I’s and Merger Sub II’s business.

(d)            SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

(e)            SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Such disclosure controls and procedures are designed to be effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act.

49

(f)            SPAC maintains systems of internal control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any Representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since September 24, 2020, there have been no material changes in SPAC internal control over financial reporting.

(g)            There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(h)            Neither SPAC (including any employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing.

(i)            As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. To the knowledge of SPAC as of the date hereof, none of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Section 6.08****Absence of Certain Changes or Events. Since September 24, 2020, except as expressly contemplated by this Agreement, (a) SPAC has not conducted business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination (including the investigation of the Company and the Company Subsidiaries and the negotiation and execution of this Agreement), raising financing in connection with a Business Combination and activities related to the foregoing, and (b) there has not been any SPAC Material Adverse Effect.

50

Section 6.09****Absence of Litigation. There is no Action pending or, to the knowledge of SPAC, threatened against SPAC, or any property or asset of SPAC, before any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a material adverse impact on the SPAC’s ability to consummate the transactions contemplated hereby. Neither SPAC nor any material property or asset of SPAC is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of SPAC, continuing investigation by, any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a material adverse impact on the SPAC’s ability to consummate the transactions contemplated hereby.

Section 6.10****Board Approval; Vote Required.

(a)            The SPAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that the terms of and SPAC’s entry into this Agreement and consummation of the transactions contemplated by this Agreement are in the best interests of SPAC, (ii) adopted and approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the shareholders of SPAC vote to approve and adopt this Agreement, the Transaction Documents, the Domestication and the issuance of shares of Surviving Pubco and vote for any adjournment or postponement, if necessary, of the SPAC Shareholders’ Meeting to solicit additional proxies to approve this Agreement, the Transaction Documents, the Domestication and the issuance of shares of Surviving Pubco.

(b)            Subject to Section 6.04, the only vote of the holders of any class or series of shares of SPAC necessary to approve the Transactions is the SPAC Shareholder Approval.

(c)            The Merger Sub I Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Mergers are fair to and in the best interests of Merger Sub I and its sole stockholder, (ii) approved this Agreement and the Mergers and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub I approve and adopt this Agreement and approve the Mergers and directed that this Agreement and the Transactions be submitted for consideration by the sole stockholder of Merger Sub I.

(d)            The only vote of the holders of any class or series of capital stock of Merger Sub I necessary to approve this Agreement, the Mergers and the other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Merger Sub I Common Stock.

(e)            The Merger Sub II Member, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Mergers are fair to and in the best interests of Merger Sub II and its sole member and (ii) has approved and adopted this Agreement and approved the Mergers and the other Transactions to which Merger Sub II is a party.

(f)            The only vote of the holders of any membership interests of Merger Sub II that may be necessary to approve this Agreement, the Mergers and the other Transactions is the affirmative vote of the holders of a majority of the outstanding limited liability company interests of Merger Sub II.

51

Section 6.11****No Prior Operations of Merger Sub I and Merger Sub II. Merger Sub I and Merger Sub II were formed solely for the purpose of engaging in the Transactions and have not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than as contemplated by this Agreement. Except as contemplated by this Agreement, Merger Sub I and Merger Sub II will have no material assets, liabilities or obligations at all times prior to the First Effective Time and the Second Effective Time, as applicable.

Section 6.12****Brokers. Except for RBC Capital Markets, LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of SPAC, Merger Sub I or Merger Sub II.

Section 6.13****SPAC Trust Fund. As of the date of this Agreement, SPAC has no less than $276,000,000 in the trust fund established by SPAC for the benefit of its public shareholders (the “Trust Fund”) maintained in the Trust Account. The monies of the Trust Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and no termination, repudiation, rescission, amendment, supplement or modification is contemplated. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in material breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a material breach or default by SPAC or the Trustee. There are no separate contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied): (i) between SPAC and the Trustee that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect; or (ii) that would entitle any person (other than shareholders of SPAC who shall have elected to redeem their SPAC Class A Ordinary Shares pursuant to the SPAC Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except: (A) to pay income and franchise Taxes from any interest income earned in the Trust Account; and (B) upon the exercise of Redemption Rights in accordance with the provisions of the SPAC Organizational Documents. As of the date hereof, there are no Actions pending or, to the knowledge of SPAC, threatened in writing with respect to the Trust Account. Upon consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement, SPAC shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to SPAC as promptly as practicable, the Trust Funds in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however that the liabilities and obligations of SPAC due and owing or incurred at or prior to the First Effective Time shall be paid as and when due, including all amounts payable (a) to shareholders of SPAC who shall have exercised their Redemption Rights, (b)  with respect to filings, applications or other actions taken pursuant to this Agreement required under Law, (c) to the Trustee for fees and costs incurred in accordance with the Trust Agreement; and (d) to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its efforts to effect the Mergers or in connection with any business combination transactions previously considered by SPAC. As of the date hereof, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC at the First Effective Time.

52

Section 6.14****Employees. Other than any officers as described in the SPAC SEC Reports, SPAC, Merger Sub I and Merger Sub II have never employed any employees or retained any contractors. Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf in an aggregate amount not in excess of the amount of cash held by SPAC outside of the Trust Account, SPAC has no unsatisfied material liability with respect to any employee, officer or director. SPAC, Merger Sub I and Merger Sub II have never and do not currently maintain, sponsor, contribute to or have any direct liability under any employee benefit plan (as defined in Section 3(3) of ERISA), nonqualified deferred compensation plan subject to Section 409A of the Code, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, fringe benefit, sick pay and vacation plans or arrangements or other employee benefit plans, programs or arrangements. Neither the execution and delivery of this Agreement nor the other Ancillary Agreements nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of SPAC, or (ii) result in the acceleration of the time of payment or vesting of any such benefits. The Transactions shall not be the direct or indirect cause of any amount paid or payable by SPAC, Merger Sub I, Merger Sub II or any affiliate being classified as an “excess parachute payment” under Section 280G of the Code or the imposition of any additional Tax under Section 409A(a)(1)(B) of the Code. There is no contract, agreement, plan or arrangement to which SPAC, Merger Sub I or Merger Sub II is a party which requires payment by any party of a Tax gross-up or Tax reimbursement payment to any person.

Section 6.15****Taxes.

(a)            SPAC, Merger Sub I and Merger Sub II (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all material Taxes that are shown as due on such filed Tax Returns and any other material Taxes that SPAC, Merger Sub I or Merger Sub II are otherwise obligated to pay, except with respect to Taxes that are being contested in good faith and that are disclosed on Section 6.15(a) of the SPAC Disclosure Schedule and with respect to which adequate reserves have been made in accordance with GAAP, and no material penalties or charges are due with respect to the late filing of any Tax Return required to be filed by or with respect to any of them on or before the Effective Time; (iii)  have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; and (iv) do not have any deficiency, audit, examination, investigation or other proceeding in respect of material Taxes or material Tax matters pending or proposed or threatened in writing, for a Tax period which the statute of limitations for assessments remains open.

(b)            None of SPAC , Merger Sub I or Merger Sub II is a party to, is bound by or has any obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (including any agreement, contract or arrangement providing for the sharing or ceding of credits or losses) or has any material potential liability or obligation to any person as a result of or pursuant to any such agreement, contract, arrangement or commitment other than, in each case, an agreement, contract, arrangement or commitment entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes.

(c)            None of SPAC, Merger Sub I or Merger Sub II will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting (including as a result of the use of an improper method of accounting) for a taxable period ending on or prior to the Closing Date under Code Section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date; (iii) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction made on or prior to the Closing Date; or (iv) prepaid amount or deferred revenue received on or prior to the Closing Date other than in the ordinary course of business.

53

(d)            Each of SPAC, Merger Sub I and Merger Sub II has withheld and paid to the appropriate Tax authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party and has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes.

(e)            None of SPAC, Merger Sub I or Merger Sub II has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return (other than a group of which SPAC was the common parent and that involves only SPAC, Merger Sub I and Merger Sub II).

(f)            None of SPAC, Merger Sub I or Merger Sub II has any material liability for the Taxes of any person under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract, or otherwise (except, in each case, for liabilities pursuant to an agreement, contract, arrangement or commitment entered into in the ordinary course of business the primary purpose of which does not relate to Taxes).

(g)            None of SPAC, Merger Sub I or Merger Sub II has any request for a private letter ruling, administrative relief, technical advice or a change of any method of accounting pending with any Governmental Authority.

(h)            None of SPAC, Merger Sub I or Merger Sub II has within the last two (2) years distributed stock of another person, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(i)            None of SPAC, Merger Sub I or Merger Sub II has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(j)            Neither the IRS nor any other United States or non-United States taxing authority or agency has asserted in writing any deficiency or claim for any material Taxes of SPAC, Merger Sub I or Merger Sub II that has not been resolved.

(k)            There are no material Tax Liens upon any assets of SPAC, Merger Sub I or Merger Sub II except for Permitted Liens.

(l)            None of SPAC, Merger Sub I or Merger Sub II has taken any action nor, to the knowledge of SPAC, are there any facts or circumstances, that would reasonably be expected to prevent the Intended U.S. Tax Treatment.

(m)            No material written claim has been made by any Governmental Authority in a jurisdiction where SPAC, Merger Sub I or Merger Sub II does not pay particular type of Tax or file a particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax.

(n)            None of SPAC, Merger Sub I or Merger Sub II has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization, in each case where it is required to file a material income Tax Return and does not file such a Tax Return.

(o)            None of SPAC, Merger Sub I or Merger Sub II has made an election described in Section 965(h) of the Code.

(p)            None of SPAC, Merger Sub I or Merger Sub II has (i) deferred any Taxes under Section 2302 of the CARES Act or (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended.

(q)            SPAC and Merger Sub I at all times since their formation have each been (and at all times through the Closing Date will be), properly classified for U.S. federal income tax purposes as a corporation. Merger Sub II has not made any entity classification election for U.S. federal income tax purposes and at all times since its formation has been (and at all times through the Closing Date will be), properly classified for U.S. federal income tax purposes as a disregarded entity.

54

Section 6.16****Listing. The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “CPTK.U.” The issued and outstanding SPAC Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “CPTK”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “CPTK.WS”. As of the date of this Agreement, there is no Action pending or, to the knowledge of SPAC, threatened in writing against SPAC by the NYSE or the SEC with respect to any intention by such entity to deregister the SPAC Units, the SPAC Class A Ordinary Shares, or SPAC Warrants or terminate the listing of SPAC on the NYSE. None of SPAC or any of its affiliates has taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Class A Ordinary Shares, or the SPAC Warrants under the Exchange Act.

Section 6.17****SPAC’s, Merger Sub I’s and Merger Sub II’s Investigation and Reliance. Each of SPAC, Merger Sub I and Merger Sub II is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by SPAC, Merger Sub I and Merger Sub II together with expert advisors, including legal counsel, that they have engaged for such purpose. To SPAC’s knowledge, SPAC, Merger Sub I, Merger Sub II and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. None of SPAC, Merger Sub I or Merger Sub II is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of its Representatives, except as expressly set forth in Article V (as modified by the Company Disclosure Schedule) or in any Ancillary Agreement. Neither the Company nor any of its respective stockholders, affiliates or Representatives shall have any liability to SPAC, Merger Sub I, Merger Sub II or any of their respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC, Merger Sub I or Merger Sub II or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. Neither the Company nor any of its stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. Nothing in this Section 6.17 will limit remedies in the event of knowing and intentional fraud.

Section 6.18****Certain Business Practices. Since their respective date of formation, none of SPAC, Merger Sub I, Merger Sub II, nor, to the knowledge of SPAC, any directors or officers, agents or employees of SPAC, Merger Sub I or Merger Sub II has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any payment in the nature of criminal bribery.

55

Section 6.19****Investment Company Act. None of SPAC, Merger Sub I or Merger Sub II is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 6.20****Takeover Statutes and Charter Provisions. The SPAC Board has taken all action necessary so that the restrictions on business combination set forth in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the Transactions, including the Mergers and the issuance of shares of Surviving Pubco Class A Common Stock. As of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to SPAC, Merger Sub I or Merger Sub II in connection with this Agreement, the Mergers, the issuance of shares of Surviving Pubco Class A Common Stock or any of the other Transactions. As of the date of this Agreement, there is no shareholder or stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which SPAC, Merger Sub I or Merger Sub II is subject, party or otherwise bound.

Section 6.21****PIPE Investment Amount; Subscription Agreements. SPAC has delivered to the Company true, correct and complete copies of each of the Subscription Agreements that have been executed as of the date hereof pursuant to which the subscribers party thereto have committed, subject to the terms and conditions therein, to purchase an aggregate of $75,000,000 in principal amount of convertible promissory notes at a price equal to the stated principal amount (but subject to a fee of 3% of the stated principal amount). Each of the Subscription Agreements executed as of the date hereof are in full force and effect and are legal, valid and binding upon SPAC, enforceable against SPAC in accordance with their terms (subject to the Remedies Exceptions). None of the Subscription Agreements executed as of the date hereof have been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of SPAC, as of the date of this Agreement no such withdrawal, termination, amendment or modification is contemplated, and as of the date of this Agreement, to the knowledge of SPAC, the commitments contained in the Subscription Agreements executed as of the date hereof have not been withdrawn, terminated or rescinded by the subscribers party thereto in any respect. SPAC has, as of the date hereof, complied in all material respects with all of its obligations under the Subscription Agreements executed as of the date hereof. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in the Subscription Agreements executed as of the date hereof, other than as expressly set forth in such Subscription Agreements.

Section 6.22****Affiliate Agreements. Except as set forth on Section 6.22 of the SPAC Disclosure Schedule, none of SPAC, Merger Sub I or Merger Sub II is a party to any transaction, agreement, arrangement or understanding with any: (a) present or former officer, director or employee of any of SPAC, Merger Sub I or Merger Sub II; (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of SPAC, Merger Sub I or Merger Sub II; or (c) affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “SPAC Affiliate Agreement”).

56

Article VII.

CONDUCTOF BUSINESS PENDING THE MERGERS

Section 7.01****Conduct of Business by the Company Pending the Mergers.

(a)            The Company agrees that, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (2) set forth in Section 7.01 of the Company Disclosure Schedule, or (3) required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority, and (y) COVID-19 Measures), unless SPAC shall otherwise consent in writing (which consent shall not be unreasonably conditioned, withheld or delayed):

(i)            the Company shall, and shall cause the Company Subsidiaries to, conduct their businesses in the ordinary course of business and in a manner consistent with past practice; and

(ii)            the Company shall use its commercially reasonable efforts to preserve substantially intact the current business organization of the Company and the Company Subsidiaries, to keep available the services of the current officers of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with Customers/Resellers, Suppliers and other persons with which the Company or any Company Subsidiary has significant business relations.

(b)            By way of amplification and not limitation, except as (1) contemplated by this Agreement or any Ancillary Agreement, (2) set forth in Section 7.01 of the Company Disclosure Schedule, or (3) required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority and (y) COVID-19 Measures), the Company shall not, and shall cause each Company Subsidiary not to, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of SPAC (which consent shall not be unreasonably conditioned, withheld or delayed):

(i)            amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents;

(ii)            form or create any subsidiaries;

(iii)            issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of any class of capital stock of the Company or any Company Subsidiary, or any options, warrants, convertible securities, equity- or equity-based or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary, except for (x) transactions between the Company and any Company Subsidiaries or between Company Subsidiaries, or (y) the issuance of Company Capital Stock upon the exercise or settlement of Company Options or Company RSUs (to the extent such Company Options or Company RSUs were granted prior to the date of or without violation of this Agreement), or upon the conversion of Company Capital Stock issued prior to the date of this Agreement in accordance with the Company Certificate of Incorporation, including pursuant to the Conversion; or (B) any material assets of the Company;

57

(iv)            declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for any such dividend or distribution by a Company Subsidiary to the Company or another Company Subsidiary;

(v)            reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees upon the current terms set forth in the underlying agreements governing such equity securities;

(vi)            (A) acquire (including, without limitation, by merger, amalgamation, consolidation, or acquisition of stock or assets or any other business combination) (x) any corporation, partnership, other business organization or any division thereof or (y) other than in the ordinary course of business consistent with past practice, any assets in an amount in excess of $250,000; (B) incur any indebtedness for borrowed money in excess of $100,000 or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person; or (C) make any loans or advances, or intentionally grant any security interest in any of its assets, in each case, except, in the case of this clause (C), in the ordinary course of business and consistent with past practice;

(vii)            (A) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or individual independent contractor of the Company as of the date of this Agreement, other than increases in base compensation for and grants of bonuses to employees who are not officers of the Company in the ordinary course of business consistent with past practice, (B) enter into any new, or materially amend any existing, Service Agreement or severance or termination agreement with any current or former director, officer, employee or consultant whose annual base salary or annual wage rate exceeds $200,000, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, officer, employee or consultant, or (D) hire, or otherwise enter into any new Service Agreement or similar arrangement with, any person or terminate any current or former director, officer, employee or consultant provider whose base salary would exceed, on an annualized basis, $200,000;

(viii)            make any commitments for capital expenditures, that would reasonably be expected to require payments in excess of $1,000,000 in the aggregate for any given year or $1,000,000 in the aggregate for the full term of the commitment period;

(ix)            other than as required by Law or pursuant to the terms of an agreement entered into prior to the date of this Agreement and reflected on Section 5.10(a) of the Company Disclosure Schedule, grant any severance or termination pay to, any director or officer of the Company or of any Company Subsidiary;

58

(x)            adopt, materially amend or terminate any Plan except (x) as may be required by applicable Law or as necessary in order to consummate the Transactions or (y) in the event of annual renewals of health and welfare programs;

(xi)            except in the ordinary course of business, make, change or revoke any material Tax election, amend a Tax Return in a manner that is material, file a material Tax Return in a manner materially inconsistent with past practice, settle or compromise any material United States federal, state, local or non-United States income tax liability, enter into any closing agreement with respect to any Tax, surrender any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period with respect to Taxes, or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any Contracts entered into in the ordinary course of business and not primarily relating to Taxes), in each case, that could reasonably be expected to have an adverse effect on the Company or a Company Subsidiary;

(xii)            take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended U.S. Tax Treatment;

(xiii)            enter into, or materially amend, or modify or consent to the termination (excluding any expiration in accordance with its terms) of, any Material Contract or amend, waive, modify or consent to the termination (excluding any expiration in accordance with its terms) of the Company’s or any Company Subsidiary’s material rights thereunder, except in the ordinary course of business consistent with past practices;

(xiv)            intentionally permit any material item of Company-Owned IP to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required to maintain and protect its interest in each and every material item of Company-Owned IP, except for Company-Owned IP deemed by the Company in its good faith reasonable business judgment to be obsolete or no longer be material to the business of the Company and the Company Subsidiaries taken as a whole;

(xv)            make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants;

(xvi)            (A) commence, waive, release, assign, settle, satisfy or compromise any pending or threatened Action, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not involve an admission of wrongdoing, do not result in any material restriction on the Company or any Company Subsidiary and do not exceed $1,000,000.00 individually or in the aggregate or (B) other than in the ordinary course of business and consistent with past practice, waive, release or assign any material claims or rights of the Company or any Company Subsidiary;

59

(xvii)            liquidate, dissolve, reorganize or otherwise wind up the business and operations of the Company or any Company Subsidiary; or

(xviii)            enter into any agreement or otherwise make a binding commitment to do any of the foregoing.

Section 7.02****Conduct of Business by SPAC, Merger Sub I and Merger Sub II Pending the Mergers. Except as (1) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including the Domestication, entering into various Subscription Agreements and consummating the Private Placements), (2) set forth in Section 7.02 of the SPAC Disclosure Schedule or (3) required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority, and (y) COVID-19 Measures), SPAC agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the First Effective Time, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the businesses of SPAC, Merger Sub I and Merger Sub II shall be conducted in the ordinary course of business and in a manner consistent with past practice. By way of amplification and not limitation, except as (A) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the Private Placements), or (B) as required by applicable Law (including (x) as may be requested or compelled by any Governmental Authority, and (y) COVID-19 Measures), none of SPAC, Merger Sub I or Merger Sub II shall, between the date of this Agreement and the First Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned:

(a)            amend or otherwise change the SPAC Organizational Documents, the Merger Sub I Organizational Documents or the Merger Sub II Organizational Documents or form any subsidiary;

(b)            declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents;

(c)            reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the SPAC Ordinary Shares or SPAC Warrants except for redemptions from the Trust Fund that are required pursuant to the SPAC Organizational Documents;

(d)            issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any share capital or shares of any class of capital stock or other securities of SPAC, Merger Sub I or Merger Sub II, or any options, warrants, convertible securities or other rights of any kind to acquire any share capital or shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of SPAC, Merger Sub I or Merger Sub II;

(e)            acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or enter into any strategic joint ventures, partnerships or alliances with any other person;

60

(f)            enter into, or permit any of the assets owned or used by it to become bound by, any contract, other than as reasonably required or advisable in connection with the Transactions;

(g)            make any material capital expenditures;

(h)            incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of SPAC, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice;

(i)            make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants;

(j)            except in ordinary course of business, make, change or revoke any material Tax election, amend a Tax Return in a manner that is material, file any material Tax Return in a manner materially inconsistent with past practice, settle or compromise any material United States federal, state, local or non-United States income tax liability, enter into any closing agreement with respect to Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitation period with respect to Taxes, or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any Contracts entered into in the ordinary course of business and not primarily relating to Taxes), in each case, that could reasonably be expected to have an adverse effect on SPAC, Merger Sub I or Merger Sub II;

(k)            take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended U.S. Tax Treatment;

(l)            liquidate, dissolve, reorganize or otherwise wind up the business and operations of SPAC, Merger Sub I or Merger Sub II;

(m)            amend the Trust Agreement or any other agreement related to the Trust Account;

(n)            other than as set forth in Section 7.02(n) of the SPAC Disclosure Schedule, enter into, renew or amend in any material respect any SPAC Affiliate Agreement; or

(o)            enter into any agreement or otherwise make a binding commitment to do any of the foregoing.

61

Article VIII.

ADDITIONALAGREEMENTS

Section 8.01****Proxy Statement; Registration Statement.

(a)            As promptly as practicable after the execution of this Agreement, (i) SPAC and the Company shall prepare and file with the SEC a joint proxy statement/information statement (as amended or supplemented, the “Proxy Statement”) to be sent to the shareholders of SPAC and to the stockholders of the Company who are not signatories to the Written Consent (the “Company Minority Stockholders”) relating to (A) with respect to the Company Minority Stockholders, information required to be provided to the Company Minority Stockholders under Nevada law, and (B) with respect to SPAC’s shareholders, the extraordinary general meeting of SPAC’s shareholders (the “SPAC Shareholders’ Meeting”) to be held to consider approval and/or adoption of (1) this Agreement and the Mergers, (2) the issuance of shares of Surviving Pubco Class A Common Stock and Surviving Pubco Class B Common Stock pursuant to this Agreement, (3) the issuance of the Exchanged Options and the Exchanged RSUs pursuant to this Agreement (collectively, the “SPAC Convertible Securities”) and the shares of Surviving Pubco Class A Common Stock issuable under the SPAC Convertible Securities, (4) the issuance of shares of Surviving Pubco Class A Common Stock pursuant to the Private Placement and the Subscription Agreements, (5) the Domestication, (6) in connection with the Domestication, the approval of the Surviving Pubco Certificate of Incorporation and Surviving Pubco Bylaws, (7) the Stock Incentive Plan, (8) the election of the directors constituting the Initial Surviving Pubco Board, (9) the adjournment of the SPAC Shareholders’ Meeting to a later date or dates if it is determined by SPAC and the Company that additional time is necessary to consummate the Transactions for any reason, (10) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto, and (11) any other proposals the parties deem necessary or advisable to effectuate the Transactions (collectively, the “SPAC Proposals”), and (ii) SPAC shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the SPAC Class A Ordinary Shares to be issued to the Company Minority Stockholders pursuant to this Agreement, (B) the SPAC Convertible Securities and the shares of Surviving Pubco Class A Common Stock issuable under the SPAC Convertible Securities and (C) such other securities as SPAC should reasonably determine. SPAC and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, and (iv) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, SPAC shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Surviving Pubco Class A Common Stock and the SPAC Convertible Securities pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, SPAC shall mail the Proxy Statement to its stockholders and the Company shall provide the Proxy Statement to the Company Minority Stockholders. Each of SPAC and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement.

62

(b)            No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by SPAC or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). SPAC and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the SPAC Class A Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information. Each of SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto.

(c)            SPAC represents that the information supplied by SPAC for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of SPAC and the Company, (iii) the time of the SPAC Shareholders’ Meeting, and (iv) the First Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to SPAC, Merger Sub I or Merger Sub II, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, SPAC shall promptly inform the Company. All documents that SPAC is responsible for filing with the SEC in connection with the Mergers or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

(d)            The Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of SPAC and provided to the Company Minority Stockholders, (iii) the time of the SPAC Shareholders’ Meeting, and (iv) the First Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform SPAC. All documents that the Company is responsible for filing with the SEC in connection with the Mergers or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

63

Section 8.02****SPAC Shareholders’ Meetings; Merger Sub I Stockholder’s Approval; and Merger Sub II Sole Member’s Approval.

(a)            SPAC shall call and hold the SPAC Shareholders’ Meeting as promptly as practicable after the date on which the Registration Statement becomes effective for the purpose of voting solely upon the SPAC Proposals, and SPAC shall use its reasonable best efforts to hold the SPAC Shareholders’ Meeting as soon as practicable after the date on which the Registration Statement becomes effective (but in any event no later than 30 days after the date on which the Proxy Statement is mailed to stockholders of SPAC). SPAC shall use its reasonable best efforts to obtain the approval of the SPAC Proposals at the SPAC Shareholders’ Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of the SPAC Proposals, and shall use reasonable best efforts to take all other action necessary or advisable to secure the required vote or consent of its shareholders. The SPAC Board shall recommend to its shareholders that they approve the SPAC Proposals and shall include such recommendation in the Proxy Statement. Notwithstanding the foregoing two sentences, SPAC and the SPAC Board will not be required to comply with the obligations set forth therein to the extent the SPAC Board determines in good faith, after consultation with legal counsel and upon reasonable advance, written notice to the Company, that to do so would be inconsistent with the fiduciary duties of the SPAC Board under Law.

(b)            Notwithstanding the foregoing provisions of Section 8.02(a), SPAC shall have the right to (and in the case of the following clauses (ii) and (iii), at the request of the Company, SPAC shall) make one or more successive postponements or adjournments of the SPAC Shareholders’ Meeting, in each case, to the extent required (i) to ensure that any supplement or amendment is made to the Proxy Statement that SPAC, after reasonable consultation with the Company, has determined in good faith is required to satisfy the conditions of Section 8.01 or any other applicable Law, (ii) if on a date for which the SPAC Shareholders’ Meeting is scheduled, SPAC has not received proxies representing a sufficient number of SPAC Ordinary Shares to obtain the SPAC Shareholder Approval, whether or not a quorum is present, (iii) if, as of the time for which the SPAC Shareholders’ Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient SPAC Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Shareholders’ Meeting or (iv) if, as of the deadline for electing redemption by holders of SPAC Class A Ordinary Shares in accordance with the SPAC Governing Document, the number of shares being redeemed would cause the condition to Closing set forth in Section 9.03(h) to not be satisfied; provided that (x) SPAC shall not be permitted or required to postpone or adjourn the meeting for more than 30 days in aggregate without the mutual agreement of SPAC and the Company, (y) SPAC shall reconvene such SPAC Shareholders’ Meeting as promptly as practicable following such time as the matters described in clauses (i), (ii), (iii) and (iv) have been resolved, and (z) in no event shall the SPAC Shareholders’ Meeting be reconvened on a date that is later than five (5) Business Days prior to the Outside Date.

64

(c)            Promptly following the execution of this Agreement, SPAC shall approve and adopt this Agreement and approve the Mergers and the other Transactions, as (i) the sole stockholder of Merger Sub I and (ii) the sole member of Merger Sub II.

Section 8.03****Company Stockholders’ Written Consent. Within eight (8) hours following the execution and delivery of this Agreement, the Company shall deliver to SPAC an irrevocable written consent, in form and substance reasonably acceptable to SPAC, containing (a) the Requisite Approval in favor of the approval and adoption of this Agreement, the Mergers and all other Transactions, and (b) the approval of holders of at least (i) a majority of the then-outstanding shares of Company Series A-1 Preferred Stock, and (ii) 51% of the then-outstanding shares of Company Series A-2 Preferred Stock, voting as a separate class, as set forth in Section 4.01(b), in favor of the approval and adoption of the Conversion (the “Written Consent”).

Section 8.04****Access to Information; Confidentiality.

(a)            From the date of this Agreement until the First Effective Time or the earlier termination of this Agreement in accordance with Section 10.01, the Company and SPAC shall (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”)) reasonable access during normal business hours and upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries, and to the books and records thereof; provided, however, that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company without the prior written consent of the Company, and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 8.08, neither the Company nor SPAC shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that such access or disclosure would (x) violate its obligations of confidentiality or similar legal restrictions with respect to such information, (y) jeopardize the protection of attorney-client privilege, or (z) contravene applicable Law (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such violation, jeopardy or contravention).

(b)            All information obtained by the parties pursuant to this Section 8.04 shall be kept confidential in accordance with the confidentiality agreement, dated March 11, 2021 (the “Confidentiality Agreement”), between SPAC and the Company.

(c)            Notwithstanding anything in this Agreement to the contrary, each party (and its Representatives) may consult any tax advisor regarding the tax treatment and tax structure of the Transactions and may disclose to any other person, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials (including opinions or other tax analyses) that are provided relating to such treatment or structure, in each case in accordance with the Confidentiality Agreement.

65

Section 8.05****No Solicitation.

(a)            From and after the date hereof until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.01, the Company and each Company Subsidiary shall not and the Company shall use its reasonable best efforts to cause its and their respective Representatives not to: (i) initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any Company Acquisition Proposal; (ii) engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any Confidential Information or data to, any person relating to a Company Acquisition Proposal; (iii) enter into, engage in or maintain discussions or negotiations with respect to any Company Acquisition Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Company Acquisition Proposal) or otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations; (iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any Company Subsidiary; (v) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal; (vi) approve, endorse, recommend, execute or enter into any agreement in principal, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Company Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal; or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. The Company shall, and shall instruct and cause each Company Subsidiary and shall use its reasonable best efforts to cause its and their respective Representatives to, (x) cease any solicitations, discussions or negotiations with any person (other than the parties hereto and their respective Representatives) in connection with a Company Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, a Company Acquisition Proposal and (y) terminate access to any physical or electronic data room maintained by or on behalf of the Company or any Company Subsidiary and within three (3) Business Days of the execution of this Agreement, instruct each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with such person’s consideration of acquiring the Company or any Company Subsidiary (or the respective businesses thereof) to return or destroy all Confidential Information furnished to such person by or on behalf of it or any of the Company Subsidiaries prior to the date hereof. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Company Acquisition Proposal by indicating that the Company has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to the Company or any Company Subsidiary or engage in any negotiations or discussions concerning a Company Acquisition Proposal.

66

(b)            From and after the date hereof until the First Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 10.01, SPAC and its subsidiaries shall not and SPAC shall use its reasonable best efforts to cause its and their respective Representatives not to: (i) initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information), whether publicly or otherwise, any inquiries with respect to, or the making of, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction between SPAC and any Person other than the Company, its stockholders and their respective affiliates and Representatives (a “Business Combination Proposal”); (ii) engage in any negotiations or discussions concerning, provide information to or commence due diligence with respect to, any person (other than the Company, its stockholders or any of their affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal; (iii) enter into, engage in or maintain discussions or negotiations with respect to any Business Combination Proposal (or inquiries, proposals or offers or other efforts that would reasonably be expected to lead to any Business Combination Proposal) or otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations; (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Business Combination Proposal; (v) approve, endorse, recommend, execute or enter into any agreement in principal, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written arrangement relating to any Business Combination Proposal or any proposal or offer that would reasonably be expected to lead to a Business Combination Proposal; or (vi) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take any such action. SPAC shall, and shall instruct and cause each of its subsidiaries and shall use its reasonable best efforts to cause its and their respective Representatives to, immediately cease any and all solicitations, discussions or negotiations with any person (other than the parties hereto and their respective Representatives) with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. Notwithstanding the foregoing, SPAC may respond to any unsolicited proposal regarding a Business Combination Proposal by indicating that SPAC has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to SPAC or any of its subsidiaries or engage in any negotiations or discussions concerning a Business Combination Proposal.

Section 8.06****Employee Benefits Matters.

(a)            SPAC shall, or shall cause the Surviving Entity and each of its subsidiaries, as applicable, to provide the employees of the Company who remain employed immediately after the First Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Entity, SPAC or any of their respective subsidiaries (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy, but excluding any equity compensation plans, deferred compensation plans, defined benefit pension plans and retiree-medical benefits) for service accrued or deemed accrued prior to the First Effective Time with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, SPAC shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Entity, SPAC or any of their respective subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing to the extent applicable.

67

(b)            SPAC shall, or shall cause the Surviving Entity to, assume, honor and fulfill all of the Plans in accordance with their terms as in effect immediately prior to the Closing Date, as such Plans may be modified or terminated from time to time in accordance with their terms.

(c)            The provisions of this Section 8.06 are solely for the benefit of the parties to the Agreement, and nothing contained in this Agreement, express or implied, shall confer upon any Continuing Employee or legal representative or beneficiary or dependent thereof, or any other person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as a third-party beneficiary or otherwise, including, without limitation, any right to employment or continued employment for any specified period, or level of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of any employee benefit plan of the Company or shall require the Company, SPAC, the Surviving Entity and each of its subsidiaries to continue any Plan or other employee benefit arrangements, or prevent their amendment, modification or termination.

Section 8.07****Directors’ and Officers’ Indemnification; D&O Tail.

(a)            The certificate of formation and limited liability company agreement of the Surviving Entity shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the certificate of incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the First Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the First Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law.

(b)            The certificate of incorporation and bylaws of the Surviving Pubco shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Surviving Pubco Certificate of Incorporation and the Surviving Pubco Bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the First Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the First Effective Time, were directors, officers, employees, fiduciaries or agents of SPAC, unless such modification shall be required by applicable Law.

68

(c)            Each of SPAC and the Surviving Entity shall purchase (which shall be paid for in full by the Surviving Entity) and have in place at the Closing a “tail” or “runoff” policy (the “D&O Tail”) providing directors’ and officers’ liability insurance coverage for the benefit of those persons who are covered by the directors’ and officers’ liability insurance policies maintained by SPAC or the Company, respectively, as of the Closing with respect to matters occurring prior to the First Effective Time. The D&O Tail shall provide for terms with respect to coverage, deductibles and amounts that are no less favorable than those of the applicable policy in effect immediately prior to the First Effective Time for the benefit of SPAC’s and the Company’s directors and officers, and shall remain in effect for the six (6)-year period following the Closing.

(d)            On the Closing Date, to the extent not already entered into, SPAC shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and SPAC with the post-Closing directors and officers of Surviving Pubco, which indemnification agreements shall continue to be effective following the Closing. Prior to the Closing, SPAC and the Company shall use their commercially reasonable efforts to ensure that SPAC shall, with effectiveness from and after the Closing, obtain directors’ and officers’ liability insurance covering the persons who will be directors and officers of SPAC and its subsidiaries from and after the Closing and thereafter on terms that are consistent with market standards.

(e)            If SPAC or, after the Closing, the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of SPAC or the Surviving Entity, as applicable, assume the obligations set forth in this Section 8.07.

Section 8.08****Notification of Certain Matters. The Company shall give prompt notice to SPAC, and SPAC shall give prompt notice to the Company, of: (a) any event which a party becomes aware of between the date of this Agreement and the Closing (or the earlier termination of this Agreement in accordance with Section 10.01), the occurrence, or non-occurrence of which causes or would reasonably be expected to cause any of the conditions set forth in Article IX to fail; (b) any Action or investigation that would have been required to be disclosed to the other party under this Agreement if such party had knowledge of it as of the date hereof; (c) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the Merger or the other Transactions; (d) without limiting Section 8.13, any regulatory notice or report from a Governmental Authority in respect of the Transactions; and (e) in the case of the Company, any information or knowledge obtained by the Company or any of the Company Subsidiaries that could reasonably be expected to materially affect the Company’s or any of the Company Subsidiary’s current projections, forecasts or budgets or estimates of revenues, earnings or other measures of financial performance for any period, in each case of clauses (b) through (e), solely to the extent such event or occurrence is reasonably likely to cause any of the conditions set forth in Article IX to fail, or is otherwise required to be disclosed in the Proxy Statement pursuant to applicable securities Laws.

Section 8.09****Further Action; Reasonable Best Efforts.

(a)            Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (and shall cause each of its affiliates to) use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions as promptly as practicable, including, without limitation, using its reasonable best efforts to obtain all permits, consents, approvals, clearances, waiting period expirations and terminations, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries necessary for the consummation of the Transactions and to fulfill the conditions to the Mergers. In case, at any time after the First Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party shall use their reasonable best efforts to take all such action.

69

(b)            Each of the parties shall (and shall cause each of its affiliates to) keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement nor any of its affiliates shall agree to participate in any meeting, videoconference or teleconference with any Governmental Authority in respect of any filings, investigation or other inquiry in connection with the Transactions unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting, videoconference or teleconference. Subject to the terms of the Confidentiality Agreement, the parties will (and will cause their affiliates to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their respective Representatives or affiliates, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. No party nor any of its affiliates shall take or cause to be taken any action before any Governmental Authority that is inconsistent with, or intended to delay, the consummation of the Transactions.

Section 8.10****Public Announcements. The initial press release relating to this Agreement shall be a joint press release the text of which has been agreed to by each of SPAC and the Company. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Section 10.01) unless otherwise prohibited by applicable Law or the requirements of the NYSE, each of SPAC and the Company shall use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement, the Mergers or any of the other Transactions, and shall not issue any such press release or make any such public statement without the prior written consent of the other party. Furthermore, nothing contained in this Section 8.10 shall prevent SPAC, the Company or their respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors.

70

Section 8.11****Tax Matters.

(a)            SPAC and the Company intend that, for United States federal income Tax purposes, (i) the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (ii) the First Merger and the Second Merger, taken together, will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code and the Treasury Regulations to which each of SPAC and the Company are to be parties under Section 368(b) of the Code and the Treasury Regulations and this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and the 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g). In addition, SPAC and Company intend the Earn-Out Shares issued to the holders of Company Common Stock in connection with the Mergers to qualify as consideration eligible to be received on a tax-deferred basis for U.S. federal income tax purposes in connection with the reorganization described in Section 368(a)(1)(A) of the Code described above, consistent with the principles in Revenue Procedure 84-42. Each of the parties shall (and shall cause its affiliates to) cooperate to cause the Domestication and the Mergers and the issuance of the Earn-Out Shares to so qualify, and none of the Company or SPAC knows of any fact or circumstance, or has taken or will take any action (or fail to take any action), if such fact, circumstance or action (or failure to act) would reasonably be expected to cause the Domestication to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations, to cause the Mergers to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations to which SPAC and the Company are parties as provided in Section 368(b) of the Code, or for Earn-Out Shares issued to the holders of Company Common Stock to fail to be treated as described above. The Domestication and the Mergers and the issuance of the Earn-Out Shares shall be reported by the parties for all Tax purposes in accordance with the foregoing, unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. If, in connection with the preparation and filing of the Registration Statement, the SEC requests or requires that a tax opinion be prepared and submitted in connection with such Registration Statement, (x) Davis Polk & Wardwell LLP shall use commercially reasonable efforts to furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC with respect to tax matters pertaining to the holders of securities of SPAC, and (y) Latham & Watkins LLP shall use commercially reasonable efforts to furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC with respect to tax matters pertaining to the tax consequences to the holders of securities of the Company of the First Merger and the Second Merger. The parties shall cooperate with each other and their respective counsel to document and support the Tax treatment of the Mergers as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, including by providing customary factual support letters upon request of another party.

(b)            Each party shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing or amendment of Tax Returns and any audit or other proceeding with respect to Taxes or Tax Returns of the Surviving Corporation, SPAC, the Company and each Company Subsidiary. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(c)            All transfer, stamp, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes) incurred in connection with this Agreement shall be borne by the Surviving Corporation and paid when due. The Surviving Corporation shall timely file all necessary Tax Returns and other documentation with respect to all such Tax Returns and, if required by applicable Law, the holders will join in the execution of any such Tax Return or documentation.

71

(d)            On the Closing Date, (i) the Company shall deliver to the Surviving Corporation a properly executed certification that no interest in the Company is, or has been during the relevant period specified in Code Section 897(c)(1)(A)(ii), a “U.S. real property interest,” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by the Surviving Corporation with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; and (ii) Surviving Pubco shall deliver to the Company a properly executed certification that no interest in Surviving Pubco is, or has been during the relevant period specified in Code Section 897(c)(1)(A)(ii), a “U.S. real property interest” in accordance with the Treasury Regulations under Section 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by the Surviving Corporation with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations.

(e)            Notwithstanding anything to the contrary herein, if, after the date hereof but prior to the Closing, the Company and SPAC mutually determine (acting reasonably and in good faith) that the Mergers, taken together, are not expected to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, the parties to this Agreement shall use commercially reasonable efforts to restructure the transactions contemplated hereby (such restructured transactions, the “Alternative Transaction Structure”) in a manner that is reasonably expected to cause the Alternative Transaction Structure to so qualify.

Section 8.12****Stock Exchange Listing. SPAC will use its reasonable best efforts to cause shares of Surviving Pubco Class A Common Stock comprising the Merger Consideration issued in connection with the Transactions and to be issued in connection with the Private Placement to be approved for listing on the NYSE at Closing. During the period from the date hereof until the Closing, SPAC shall use its reasonable best efforts to keep the SPAC Units, SPAC Class A Ordinary Shares and SPAC Warrants listed for trading on the NYSE.

Section 8.13****Antitrust.

(a)            To the extent required under any Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition, including the HSR Act (“Antitrust Laws”), each party hereto agrees to (and, as applicable, shall cause its affiliates to) promptly (and in connection with any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to (and agree to cause their affiliates to) supply as promptly as reasonably practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under the HSR Act and other Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

72

(b)            Each party shall (and shall cause each of its affiliates to), in connection with its efforts to obtain all requisite clearances, waiting period expirations or terminations, approvals and authorizations for the Transactions under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person, regarding the Transactions; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives or affiliates from, or given by such party or its Representatives or affiliates to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit Representatives of the other parties and their respective outside counsel to review in advance, and to provide comments on, any communication proposed to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority, give Representatives and outside counsel of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representatives or outside counsel are prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority.

(c)            No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications, the clearance of the Transactions, or the expiration or termination of any waiting period applicable to any of the Transactions, under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. SPAC, Merger Sub I, Merger Sub II and the Company shall not (and shall cause their affiliates not to), in connection with eliminating any impediment to the consummation of the Transactions under the HSR Act or any other Antitrust Law, offer, propose, negotiate, commit to or effect any condition, commitment, restriction or remedy of any kind, including any divestiture, license or conduct restriction, without each of the other parties’ prior written consent.

Section 8.14****Financial Statements.

(a)            Prior to the Closing, the Company shall deliver to SPAC true and complete copies of the required pro forma financial statements and the historical financial statements of the Company and the Company Subsidiaries prepared by the Company and its accountant to be included in the Form 8-K announcing the Closing.

(b)            The Company shall deliver true and complete copies of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for such years, each audited in accordance with the auditing standards of the PCAOB, together with an unqualified audit report thereon from the auditor (collectively, the “PCAOB Audited Financials”) on the date of the filing of the Registration Statement.

73

Section 8.15****Private Placements.

(a)            SPAC shall use reasonable best efforts to take, or cause to be taken, as promptly as practicable after the date hereof, all actions, and to do, or cause to be done, all things necessary (including enforcing its rights under the Subscription Agreements), on or prior to the Closing Date, to consummate on the Closing Date and immediately prior to or concurrently with the Closing the transactions contemplated by the Subscription Agreements on the terms and conditions described or contemplated therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the subscribers parties thereto to pay to (or as directed by) SPAC the applicable purchase price under each such subscriber’s applicable Subscription Agreement in accordance with its terms. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), SPAC shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements.

(b)            The Company shall cooperate with SPAC in connection with the transactions contemplated by the Subscription Agreements, including using its reasonable best efforts to take, or cause to be taken, as promptly as practicable after the date hereof, all actions, and to do, or cause to be done, all things necessary on the part of the Company, to satisfy the conditions to the obligations of the subscribers under the Subscription Agreements.

Section 8.16****Trust Account. Upon the consummation of the Transactions, the obligations of SPAC to dissolve or liquidate within a specified time period as contained in SPAC’s Memorandum and Articles of Association will be terminated and SPAC shall have no obligation whatsoever to dissolve and liquidate the assets of SPAC by reason of the consummation of the Mergers or otherwise, and no shareholder of SPAC shall be entitled to receive any amount from the Trust Account (other than pursuant to the Redemption Rights). At least forty-eight (48) hours prior to the First Effective Time, SPAC shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the First Effective Time, and the Trustee shall thereupon be obligated, to transfer all funds held in the Trust Account (other than funds necessary to pay the holders of SPAC Class A Ordinary Shares who have exercised Redemption Rights) to be paid as directed by SPAC and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

Section 8.17****Stock Incentive Plan. SPAC shall include a proposal in the Proxy Statement to approve a new equity incentive plan (the “Stock Incentive Plan”), which shall be in such form as the Company and SPAC mutually determine, and which shall provide for an aggregate initial share reserve (including the shares underlying the Exchanged Options and Exchanged RSUs and the Earnout RSUs) thereunder equal to 8% of the number of shares of Surviving Pubco Common Stock on a fully diluted basis at the Closing, along with a customary “evergreen” provision for annual increases of up to 4% thereto. In addition, SPAC shall include a proposal in the Proxy Statement to approve a new employee stock purchase plan (the “ESPP”), which shall be in such form as the Company and SPAC mutually determine, and which shall provide for an aggregate initial share reserve thereunder equal to 2% of the number of shares of Surviving Pubco Class A Common Stock on a fully diluted basis at the Closing, along with a customary “evergreen” provision for annual increases of up to 1% thereto.

74

Section 8.18****Section 16 Matters. Prior to the Closing, the SPAC Board, or an appropriate committee of “non-employee directors” (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition of shares of Surviving Pubco Common Stock pursuant to this Agreement and the Transaction Documents, by any person owning securities of the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) under the Exchange Act) of SPAC following the Closing shall be an exempt transaction for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Section 8.19****Director and Officer Appointments. Except as otherwise agreed in writing by the Company and SPAC prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NYSE listing requirements, SPAC shall take all actions necessary or appropriate to cause (a) the individuals set forth on Section 8.19(a) of the Company Disclosure Schedule to be elected as members of the SPAC Board (the “Initial Surviving Pubco Board”) and (b) the individuals set forth on Section 8.19(b) of the Company Disclosure Schedule to be appointed as officers of SPAC, in each case effective as of the Closing. On the Closing Date, SPAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals set forth on Section 8.19 of the Company Disclosure Schedule, which indemnification agreements shall continue to be effective following the Closing. Following the Closing, Surviving Pubco shall use reasonable best efforts to cause Richard Chera to be appointed to the Initial Surviving Pubco Board for a period of no less than two years from the Closing Date. In addition, for as long as Mr. Chera is a director of the Initial Surviving Pubco Board, Mohammad Rasheq Zarif shall be invited by the Initial Surviving Pubco Board to attend meetings of the Initial Surviving Pubco Board (and any committees thereof) in a nonvoting observer capacity. The Initial Surviving Pubco Board shall give the Mr. Zarif copies of all notices, minutes, consents, and other materials that it provides to the members of the Initial Surviving Pubco Boards; provided that Mr. Zarif shall be subject to the same confidentiality obligations as the members of the Initial Surviving Pubco Board and shall not be entitled to receive any notices, minutes, consents, and other materials to the extent providing such notices, minutes, consents, and other materials, as applicable, would result in the waiver of any applicable privilege. Mr. Chera is an intended third party beneficiary of the prior three sentences of this Section 8.19 and shall have the right to enforce the provisions of such three sentences directly.

Section 8.20****Claims Against Trust Account. The Company acknowledges that, as described in the prospectus dated February 10, 2021 (the “Prospectus”), substantially all of SPAC’s assets consist of the cash proceeds of SPAC’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account for the benefit of SPAC, certain of its public shareholders and the underwriters of SPAC’s initial public offering. The Company further acknowledges that, except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the First Effective Time have, any claim to, or make any claim against, the Trust Fund or the funds therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and SPAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 8.20 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future, and will not seek recourse against the Trust Fund or the funds therein for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against SPAC, Merger Sub I, Merger Sub II or any other person (a) for legal relief against monies or other assets of SPAC, Merger Sub I or Merger Sub II held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions, or (b) for damages for breach of this Agreement against SPAC (or any successor entity), Merger Sub I or Merger Sub II in the event this Agreement is terminated for any reason and SPAC consummates a business combination transaction with another party, in each case, so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any Redemption Rights or otherwise comply with the terms of the Trust Agreement. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event SPAC prevails in such action or proceeding.

75

Section 8.21****Payment of Existing Indebtedness. Except as provided in Section 8.21 of the Company Disclosure Schedule, the Company shall, at least three (3) Business Days prior to the Closing Date, deliver to SPAC copies of (x) a fully executed payoff letter in customary form and substance from the lenders or applicable agent with respect to any outstanding indebtedness for borrowed money of the Company or any of the Company Subsidiaries (each, a “Payoff Letter”), which shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations thereunder as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the Company shall have paid in full all amounts arising under or owing or payable thereunder and (iii) state that all Liens (other than Permitted Liens unrelated to indebtedness), guaranties, and security interests or other obligations in connection therewith relating to the Company and the Company Subsidiaries securing such obligations thereunder shall be automatically, upon the payment of the Payoff Amount on the Closing Date in the manner set forth therein, fully and unconditionally released, satisfied, discharged and terminated, other than those obligations that survive payment in full in accordance with the terms of the applicable agreement), (y) any related UCC-3 termination statements and (z) other terminations or releases requested by SPAC and reasonably necessary to terminate or release any further related obligations under each related agreement, and all Liens (other than Permitted Liens unrelated to indebtedness) on the Company’s and the Company Subsidiaries’ properties, assets and equity interests. At the Closing, the Company shall deliver or cause to be delivered by wire transfer of immediately available funds to accounts of the respective parties set forth on the Payoff Letters in the respective amounts set forth thereon.

Section 8.22****Termination of Contracts. The Company shall take all such actions as shall be necessary to cause the agreements and contracts set forth on Section 8.22 of the Company Disclosure Schedule to be terminated on or before the Closing with no further liability in respect thereof to the Company or any Subsidiary (other than customary provisions that expressly survive the termination of such agreements and contracts), and the Company shall not make any payment or give any consideration in order to so terminate such agreements and contracts.

76

Article IX.

CONDITIONSTO THE MERGERS

Section 9.01****Conditions to the Obligations of Each Party. The obligations of the Company, SPAC, Merger Sub I and Merger Sub II to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

(a)            Written Consent. The Written Consent shall have been delivered to SPAC.

(b)         SPAC Shareholders’ Approval. The SPAC Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of SPAC in accordance with the Proxy Statement, the Companies Act, the DGCL, the SPAC Organizational Documents and the rules and regulations of the NYSE.

(c)            No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Mergers, illegal or otherwise prohibiting consummation of the Transactions, including the Mergers.

(d)            HSR. All waiting periods (and any extensions thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated.

(e)            Registration Statement. The Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC.

(f)            Ancillary Agreements. The material Ancillary Agreements entered into in connection with the Transaction shall be in full force and effect and shall not have been rescinded by any of the parties thereto.

(g)            Net Tangible Assets. SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the consummation of the Private Placements, the payment of deferred underwriting commission that SPAC is required to pay, and after giving effect to all payments to be made as a result of shareholders of SPAC exercising their Redemption Rights.

(h)            The Domestication shall have been completed.

77

Section 9.02****Conditions to the Obligations of SPAC, Merger Sub I and Merger Sub II. The obligations of SPAC, Merger Sub I and Merger Sub II to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a)            Representations and Warranties. The representations and warranties of the Company contained in Section 5.01(a) (Organization and Qualification; Subsidiaries), Section 5.04 (Authority Relative to this Agreement), Section 5.08(d) (Absence of Certain Changes or Events) and Section 5.24 (Brokers) shall each be true and correct in all respects as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. The representations and warranties of the Company contained in Section 5.03 (Capitalization) and Section 5.20 (Interested Party Transactions) shall each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date. Disregarding any “materiality” qualifiers set forth therein, the representations and warranties of the Company contained in Section 5.08(a)-(c) (Absence of Certain Changes or Events) shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of the Company contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect.

(b)            Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Effective Time.

(c)            Officer Certificate. The Company shall have delivered to SPAC a certificate, dated the date of the Closing, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Section 9.02(a) and Section 9.02(b).

(d)            Material Adverse Effect. No Company Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date and be continuing.

78

Section 9.03****Conditions to the Obligations of the Company. The obligations of the Company to consummate the Transactions, including the Mergers, are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

(a)            Representations and Warranties. The representations and warranties of SPAC, Merger Sub I and Merger Sub II contained in Section 6.01 (Corporation Organization), Section 6.04 (Authority Relative to this Agreement) and Section 6.08(b) (Absence of Certain Changes or Events) shall each be true and correct in all respects as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. The representations and warranties of SPAC, Merger Sub I and Merger Sub II contained in Section 6.03 (Capitalization) and Section 6.22 (Affiliate Agreements) shall each be true and correct in all respects other than de minimis inaccuracies as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date. All other representations and warranties of SPAC, Merger Sub I and Merger Sub II contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a SPAC Material Adverse Effect.

(b)            Agreements and Covenants. SPAC, Merger Sub I and Merger Sub II shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the First Effective Time.

(c)            Officer Certificate. SPAC shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President of SPAC, certifying as to the satisfaction of the conditions specified in Section 9.03(a) and Section 9.03(b).

(d)            Material Adverse Effect. No SPAC Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date and be continuing.

(e)            Stock Exchange Listing. The shares of Surviving Pubco Class A Common Stock comprising the Merger Consideration to be issued pursuant to this Agreement, including the shares of Surviving Pubco Class A Common Stock issuable upon conversion of shares of Surviving Pubco Class B Common Stock in accordance with the Surviving Pubco Certificate of Incorporation shall have been approved for listing on the NYSE, subject only to official notice of issuance thereof.

(f)            Resignations. The officers of SPAC and the members of the SPAC Board set forth on Section 9.03(f) of the Company Disclosure Schedule shall have executed written resignations effective as of the Second Effective Time.

(g)            Surviving Pubco Certificate of Incorporation. The SPAC Memorandum and Articles of Association shall be amended and restated in the form of the Surviving Pubco Certificate of Incorporation.

(h)            Available Cash. After giving effect to (i) the exercise of Redemption Rights by holders of SPAC Class A Ordinary Shares and (ii) the amount of proceeds received by SPAC pursuant to the Private Placements, the amount of cash held by SPAC in the aggregate, including in the Trust Account, shall be equal to at least $75,000,000, and SPAC shall have made appropriate arrangements for any funds in the Trust Account to be released upon Closing.

79

Article X.

TERMINATION,AMENDMENT AND WAIVER

Section 10.01****Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the First Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company or shareholders of SPAC, as follows:

(a)            by mutual written consent of SPAC and the Company;

(b)            by either SPAC or the Company if the First Effective Time shall not have occurred prior to July 10, 2022 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 10.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article IX on or prior to the Outside Date;

(c)            by either SPAC or the Company if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law, injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Transactions, including the Mergers, illegal or otherwise preventing or prohibiting consummation of the Transactions, including the Mergers; provided, however, that this Agreement may not be terminated under this Section 10.01(c) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the enactment, issuance, promulgation, enforcement or entry of such final and non-appealable Law, injunction, order, decree or ruling;

(d)            by either SPAC or the Company if any of the SPAC Proposals shall fail to receive the requisite vote for approval at the SPAC Shareholders’ Meeting or any adjournment thereof;

(e)            by SPAC if the Company shall have failed to deliver the Written Consent to SPAC within eight (8) hours after the execution and delivery of this Agreement, pursuant to Section 8.03;

(f)            by SPAC upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Sections 9.02(a) and 9.02(b) would not be satisfied (“Terminating Company Breach”); provided that SPAC has not waived such Terminating Company Breach and SPAC, Merger Sub I and Merger Sub II are not then in material breach of their representations, warranties, covenants or agreements in this Agreement; provided, further, that if such Terminating Company Breach is curable by the Company, SPAC may not terminate this Agreement under this Section 10.01(f) for so long as the Company continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured prior to the earlier of (i) the Outside Date and (ii) thirty (30) days after written notice of such breach is provided by SPAC to the Company;

80

(g)            by the Company upon a breach of any representation, warranty, covenant or agreement on the part of SPAC, Merger Sub I or Merger Sub II set forth in this Agreement, or if any representation or warranty of SPAC, Merger Sub I or Merger Sub II shall have become untrue, in either case such that the conditions set forth in Sections 9.03(a) and 9.03(b) would not be satisfied (“Terminating SPAC Breach”); provided that the Company has not waived such Terminating SPAC Breach and the Company is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided, further, that if such Terminating SPAC Breach is curable by SPAC, Merger Sub I or Merger Sub II, the Company may not terminate this Agreement under this Section 10.01(g) for so long as SPAC, Merger Sub I or Merger Sub II, as applicable, continues to exercise reasonable efforts to cure such breach, unless such breach is not cured prior to the earlier of (i) the Outside Date and (ii) thirty (30) days after written notice of such breach is provided by the Company to SPAC;

(h)            by the Company if the SPAC Board shall have publicly withdrawn, modified or changed, in a manner that is adverse to the Company, its approval or recommendation to the shareholders of SPAC with respect to any of the SPAC Proposals; or

(i)            by SPAC if the Company Board shall have publicly withdrawn, modified or changed, in a manner that is adverse to SPAC, its approval or recommendation to the stockholders of the Company with respect to any matter requiring the approval of the Company’s stockholders in connection with the Transactions.

Section 10.02****Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.01, this Agreement shall, to the fullest extent permitted by applicable Law, forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto, other than liability of any party for any fraud or any willful breach of this Agreement prior to such termination or except as set forth in this Section 10.02, Article XI (but in the case of Section 11.10, only in respect of any covenant surviving termination) and any corresponding definitions set forth in Article I.

Section 10.03****Expenses. Except as set forth in this Section 10.03 or elsewhere in this Agreement, all expenses (including the fees and expenses of any outside counsel, agents, advisors, consultants, experts, financial advisors and other service providers) incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Mergers or any other Transaction is consummated, except that (a) SPAC shall be solely responsible for all (i) SEC filing fees incurred in connection with the Transactions and (ii) NYSE filing fees incurred in connection with the Transactions, (b) SPAC and the Company shall each pay one-half of the filing fee for the Notification and Report Forms filed under the HSR Act for the Mergers, and (c) if the Closing occurs, SPAC shall pay all Outstanding Company Transaction Expenses and Outstanding SPAC Transaction Expenses.

Section 10.04****Amendment. This Agreement may be amended in writing by the parties hereto at any time prior to the First Effective Time, so long as no amendment that requires stockholder approval under applicable Law shall be made without the approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

81

Section 10.05****Waiver. At any time prior to the First Effective Time, (a) SPAC may (i) extend the time for the performance of any obligation or other act of the Company, (ii) waive any inaccuracy in the representations and warranties of the Company contained herein or in any document delivered by the Company pursuant hereto, and (iii) waive compliance with any agreement of the Company or any condition to its own obligations contained herein, and (b) the Company may (i) extend the time for the performance of any obligation or other act of SPAC, Merger Sub I or Merger Sub II, (ii) waive any inaccuracy in the representations and warranties of SPAC or Merger Sub contained herein or in any document delivered by SPAC, Merger Sub I or Merger Sub II pursuant hereto, and (iii) waive compliance with any agreement of SPAC, Merger Sub I or Merger Sub II or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Article XI.

GENERALPROVISIONS

Section 11.01****Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.01):

if to SPAC, Merger Sub I or Merger Sub II:
Crown PropTech Acquisitions
---
667 Madison Avenue, 12^th^Floor
New York, NY 10065
Attention: Richard Chera, Chief Executive Officer
Email: rc@crownproptech.com
with a copy to:
---
Davis Polk & Wardwell LLP
---
450 Lexington Avenue
New York, NY 10017
Attention:	William L. Taylor
---	---
	Pedro J. Bermeo
Email:	william.taylor@davispolk.com
	pedro.bermeo@davispolk.com

82

if to the Company:
Brivo, Inc.
---
7700 Old Georgetown Road, Suite 300
Bethesda, MD 20814
Attention: Mike Voslow
Email: Mike.Voslow@brivo.com
with a copy to:
---
Latham & Watkins LLP
---
10250 Constellation Blvd., Suite 1100
Los Angeles, CA 90067
Attention: Steven B. Stokdyk, Ryan J. Maierson
Email: Steven.Stokdyk@lw.com; Ryan.Maierson@lw.com

Section 11.02****Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, (b) this Article XI, and (c) any corresponding definitions set forth in Article I.

Section 11.03****Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 11.04****Entire Agreement; Assignment. This Agreement and the Ancillary Agreements constitute the entire agreement among the parties with respect to the subject matter hereof and supersede, except as set forth in Section 8.04(b), all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, except for the Confidentiality Agreement. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any party without the prior express written consent of the other parties hereto.

Section 11.05****Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than (i) Section 8.07 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons) and (ii) the last four sentences of Section 8.19.

83

Section 11.06****Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction, except that, all matters relating to the interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, or otherwise) of the transactions contemplated by this Agreement that are expressly or otherwise required to be governed by the NRS shall be governed by the Laws of the State of Nevada. All Actions arising out of, under or in connection with this Agreement or the Transactions shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. To the fullest extent permitted by applicable Law, the parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement or the Transactions brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in the State of Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein. To the fullest extent permitted by applicable Law, each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. To the fullest extent permitted by applicable Law, each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 11.07****Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of or relating to this Agreement or the Transactions. Each of the parties hereto (a) certifies that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver, and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 11.07.

Section 11.08****Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

84

Section 11.09****Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 11.10****Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Mergers) in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate, and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

Section 11.11****Non-Recourse. This Agreement may only be enforced against, and any Action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any named party to this Agreement and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Merger Sub I or Merger Sub II under this Agreement of or for any Action based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Section 11.12****Legal Representation. The Company hereby agrees on behalf of itself and its directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that any legal counsel (including Davis Polk & Wardwell LLP) that represented SPAC, the Sponsor and/or the SPAC Designee prior to the Closing may represent the SPAC Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees, in each case, after the Closing in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation of SPAC prior to the Closing, and each of SPAC and the Company on behalf of itself and the Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of SPAC and the Company on behalf of itself and the Company Waiving Parties hereby further agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Davis Polk & Wardwell LLP) that represented the SPAC Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees prior to the Closing in any way related to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the SPAC Designee and the Sponsor and may be controlled by the SPAC Designee and the Sponsor, and shall not pass to or be claimed or controlled by SPAC (after giving effect to the Closing), the Surviving Corporation, the Surviving Entity or any other Company Waiving Party; providedthat the SPAC Designee and the Sponsor shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Company or any Company Waiving Party prior to the Closing with SPAC, the Sponsor or the SPAC Designee (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Entity.

[Signature Page Follows.]

85

IN WITNESS WHEREOF, SPAC, Merger Sub I, Merger Sub II and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Crown Proptech Acquisitions
By	/s/ Richard Chera
---	---
Name:	Richard Chera
---	---
Title:	Chief Executive Officer
CROWN PROPTECH MERGER SUB I CORP.
---
By	/s/ Richard Chera
---	---
Name:	Richard Chera
---	---
Title:	Chief Executive Officer
Crown PropTech Merger Sub II LLC,
---
By: Crown PropTech Acquisitions, its sole member
By	/s/ Richard Chera
---	---
Name:	Richard Chera
---	---
Title:	Chief Executive Officer

[SignaturePage to Business Combination Agreement]

BRIVO, Inc.
By	/s/ Steven Van Till
---	---
Name:	Steven Van Till
---	---
Title:	President and Chief Executive officer

[SignaturePage to Business Combination Agreement]

Exhibit 10.1

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 10, 2021, is made and entered into by and among Brivo, Inc., a Nevada corporation (the “Company”), Crown PropTech Acquisitions, a Cayman Islands exempted company (“Crown”), RBC Capital Markets, LLC (“RBC”), on its own behalf and as representative of the several Underwriters, Crown PropTech Sponsor, LLC (“Sponsor”), the Insiders and the Holders (as each such term is defined below, together, each individually a “Party” and collectively the “Parties”), in respect of and in reference to:

(A)            that certain Underwriting Agreement dated February 8, 2021 (the “Underwriting Agreement”), between Crown, and RBC, on its own behalf and as representative of the several Underwriters named in Schedule I thereto (the “Underwriters”);

(B)            that certain Letter Agreement dated February 8, 2021 (the “Insider Letter”) among Crown, Sponsor and each of the Insiders (as such term is defined therein, the “Insiders”); and

(C)            that certain Warrant Agreement dated February 8, 2021 (the “Warrant Agreement”), between Crown and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Warrant Agent”); and

(D)            that certain Registration Rights Agreement dated February 8, 2021 (the “Registration Rights Agreement”) by and among Crown. Sponsor and each of the other Holders (as such term is defined therein, together with Sponsor, the “Holders”).

RECITALS

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Crown, the Company, and certain other persons party thereto, have entered into a Business Combination Agreement (as amended or modified from time to time, the “Transaction Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Transaction Agreement) whereby the parties thereto intend to effect a business combination between Crown and the Company, on the terms and subject to the conditions set forth therein (collectively, the “Transactions”), including the domestication (the “Domestication”) of Crown into a Delaware corporation (the “Post-Domestication Company”);

WHEREAS, as of the date hereof, Sponsor, each Insider and each Holder is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) warrants (the “Warrants”) to purchase an aggregate number of Class A Ordinary Shares set forth on Exhibit A attached hereto opposite such person’s name on such Exhibit, and (ii) the number of Class B ordinary shares, par value $0.0001, of Crown (“Class B Ordinary Shares”) set forth on Exhibit A attached hereto opposite such person’s name on such Exhibit;

WHEREAS, as a result of the Domestication, each of the Class A ordinary shares, par value $0.0001, of Crown (“Class A Ordinary Shares” and together with the Class B Ordinary Shares, the “Ordinary Shares”) and Class B Ordinary Shares will be converted, by operation of law, into shares of Class A Common Stock, par value $0.0001 per share, of the Post-Domestication Company (the “Post-Domestication Company Class A Common Stock”) on the terms set forth in the Transaction Agreement; and

WHEREAS, each of the Parties desires to enter into and deliver this Agreement to facilitate the Transactions and the business combination to be effected thereby, and to clarify and to the extent applicable waive or amend certain provisions of each of the Underwriting Agreement, the Warrant Agreement, the Insider Letter and the Registration Rights Agreement (together, the “Affected Agreements”), in each case on the terms and subject to the conditions herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree (as applicable to such Party) as follows:

1.            UnderwritingAgreement. Crown and RBC, on its own behalf and as representative of the several Underwriters, hereby agree as follows:

(a)            The Underwriting Agreement provides for certain representations and warranties and agreements in relation to Ordinary Shares, Founders Shares and the Amended and Restated Memorandum and Articles of Association (as such terms are defined in the Underwriting Agreement). From and after the time and date of the Domestication, such terms shall be deemed to refer to the Post-Domestication Company Class A Common Stock and the Certificate of Domestication and the Certificate of Incorporation of the Post-Domestication Company. In furtherance thereof, the Domestication, the conversion of the Class A Ordinary Shares and Class B Ordinary Shares into shares of Post-Domestication Company Class A Common Stock, and the listing and registration of the Post-Domestication Company Class A Common Stock in connection therewith, is hereby expressly permitted and agreed to by the parties to the Underwriting Agreement, including for purposes of Sections 4(h), 4(o) and 4(dd) of the Underwriting Agreement. For the avoidance of doubt, the representations and warranties and agreements of Crown set forth in the Underwriting Agreement shall survive the Domestication and consummation of the Transactions, and continue to be binding upon the Post-Domestication Company, provided that the veracity of any representations and warranties shall be measured only as of the date of consummation of the Offering (or, if made as of a specified date, as of such specified date), and are not continuing representations and warranties.

(b)            From and after the Second Effective Time, all communications under the Underwriting Agreement sent to Crown (as “the Company” thereunder) shall be delivered to:

Crown PropTech Acquisitions

c/o Brivo, Inc.

7700 Old Georgetown Road, Suite 300

Bethesda, MD 20814

Attention: Mike Voslow

Email: Mike.Voslow@brivo.com

2

with a copy to (which shall not constitute notice):

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, CA 90067

Attention: Steven B. Stokdyk, Ryan J. Maierson

Email: Steven.Stokdyk@lw.com; Ryan.Maierson@lw.com

2.            InsiderLetter. Crown, Sponsor and each Insider hereby agree that (and RBC, on its own behalf and as representative of the several Underwriters, hereby consents and agrees that) the Insider Letter provides in Section 1 thereof for certain requirements of Sponsor and the Insiders in respect of Business Combinations (as defined therein), including in respect of voting in favor thereof and forgoing redemption rights in respect thereof. The Transactions constitute a Business Combination and Sponsor and each Insider will comply with its, his or her respective obligations under such Section 1.

3.            WorkingCapital Loans. The Prospectus (as such term is defined in the Underwriting Agreement) permits loans made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors (each, a “Lender”), on such terms as to be determined by Crown from time to time, to finance transaction costs in connection with an intended initial Business Combination (“Working Capital Loans”). Each of the Insider Letter, the Warrant Agreement and the Registration Rights Agreement contemplates that up to $1,500,000 of Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the Lender.

4.            RegistrationRights Agreement. Each of Crown, Sponsor, and each Holder hereby agrees that the Registration Rights Agreement is being amended and restated in its entirety, and superseded, in connection with the Closing (such Registration Rights Agreement as amended and restated, the “Amended and Restated Registration Rights Agreement”), and until such time as the Closing occurs (or this Agreement is terminated in accordance with its terms), all references in the Registration Rights Agreement to the Founder Shares Lock-Up Period shall mean the period of restriction on Transfer of the Founder Shares set forth in Section 4.1 of the Amended and Restated Registration Rights Agreement. Sponsor and each Holder agrees to execute and deliver the Amended and Restated Registration Rights Agreement no later than the Closing. Upon the effectiveness of the Amended and Restated Registration Rights Agreement, Section 7(a) of the Insider Letter will terminate.

5.            Anti-DilutionAdjustment Waiver. Sponsor, who is the holder of at least a majority of the outstanding Class B Ordinary Shares, hereby waives on behalf of the holders of all Class B Ordinary Shares, pursuant to and in compliance with the provisions of the Amended and Restated Memorandum and Articles of Association of Crown (the “Articles”), any adjustment to the conversion ratio set forth in Section 17 of the Articles, and any rights to other anti-dilution protections with respect to the Class B Ordinary Shares (or the shares of Post-Domestication Company Class A Common Stock issued upon conversion thereof in connection with the Domestication), that may result from the Private Placements (as such term is defined in the Transaction Agreement) and/or the consummation of the Transactions.

3

6.            **Voting.**The following provisions will apply until the First Effective Time:

(a)            Solely with respect to itself and not any other person, each of Sponsor, each Insider and each Holder (each, a “Shareholder”) hereby covenants, undertakes and agrees, from time to time, until the termination of this Agreement in accordance with its terms:

(i)            to cause to be counted as present for purposes of establishing a quorum all shares of Crown then owned by such person (the “Subject Securities”) at any meeting of any of the securityholders of Crown at which the Shareholder is entitled to vote, or in any action by written consent of the securityholders of Crown, in favor of the approval, consent, ratification and adoption of the Transaction Agreement, the Transactions and the matters related thereto;

(ii)            to vote or cause to be voted (in person, by proxy, by action by written consent, as applicable or as otherwise may be required under Crown’s Amended and Restated Memorandum and Articles of Association) all the Subject Securities, in favor of the Transaction Agreement, the Transactions and the matters related thereto;

(iii)            to vote (in person, by proxy or by action by written consent, as applicable) all the Subject Securities in opposition to (A) any proposal with respect to any other transaction offered as an alternative to the Transaction Agreement or the Transactions; and (B) any other matter, action or proposal which would reasonably be expected to result in a breach of any representation, warranty, covenant or other obligation of Crown under the Transaction Agreement if such breach requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by the Company to the Shareholder;

(iv)            (a) not to sell, assign, transfer (including by operation of law), impose liens on, pledge, dispose of or otherwise encumber any of the Subject Securities or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the Transaction Agreement or to another stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, (b) not to enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Securities, or any right or interest therein, (c) not to deposit any Subject Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to the Subject Securities that is inconsistent with this Agreement or (d) not to enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Subject Securities; provided that the foregoing shall not prohibit the transfer of the Subject Securities by a Shareholder to an affiliate of such Shareholder, but only if (i) such affiliate will transfer such Subject Securities back to the transferor if it shall cease to be an affiliate, (ii) such affiliate shall execute this Agreement or a joinder agreeing to become a party to this Agreement and (iii) the transferor shall be responsible for any breach of this Agreement by such affiliate; and

(v)            not to (x) exercise any dissent rights in respect of any transaction contemplated by the Transaction Agreement, (y) exercise any rights at redemption in respect of any Ordinary Shares in connection with any transaction contemplated by the Transaction Agreement or (z) commence or participate in any claim, derivative or otherwise, against the Company relating to the negotiation, execution or delivery of this Agreement or the Transaction Agreement or the consummation of the Transactions, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the board of directors of the Company in connection with this Agreement, the Transaction Agreement or the Transactions.

4

(b)            If the Shareholder acquires any additional Subject Securities following the date hereof, the Shareholder acknowledges that such additional Subject Securities shall be deemed to be Subject Securities for the purposes of this Agreement.

(c)            Notwithstanding anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of Crown or the board of directors of Crown (or any committee thereof) or any officers, directors (in their capacity as such), employees or professional advisors of any of the foregoing (the “Crown Parties”), and (ii) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Parties.

7.            UnvestedShares. Sponsor hereby agrees as follows:

(a)            A total of 2,384,000 of the shares of the Post-Domestication Company Class A Common Stock to be issued to Sponsor will be subject to vesting and forfeiture as set forth in this Section 5 (such shares, the “Unvested Shares”).

(b)            1,192,000 of the Unvested Shares (such number of shares being referred to as the “$13.00 Unvested Shares”) will automatically vest if the Stock Price equals or exceeds $13.00 per share on any twenty (20) Trading Days (which may be consecutive or not consecutive) within any consecutive thirty (30) Trading Day period that begins at any time after the Closing Date and ends on or prior to the five (5) year anniversary of the Closing Date (the first occurrence of the foregoing is referred to herein as the “$13.00 Share Price Milestone” and the five (5) year period following the Closing Date is referred to herein as the “Vesting Period”).

5

(c)            1,192,000 of the Unvested Shares (such number of shares being referred to as the “$15.00 Unvested Shares”), and if not previously vested, all of the $13.00 Unvested Shares, will automatically vest if the Stock Price equals or exceeds $15.00 per share on any twenty (20) Trading Days (which may be consecutive or not consecutive) within any consecutive thirty (30) Trading Day period that begins at any time after the Closing Date and ends on or prior to the expiration of the Vesting Period (the first occurrence of the foregoing is referred to herein as the “$15.00 Share Price Milestone” and, each of the $15.00 Share Price Milestone and the $13.00 Share Price Milestone, a “Milestone”).

(d)            Sponsor shall have all of the rights of a stockholder with respect to the Unvested Shares, including the right to receive dividends and to vote such shares; provided that, subject to the vesting provisions of this Section 7, the Unvested Shares shall not entitle the holder thereof to consideration in connection with any sale or other transaction, other than as set forth below in clause (g) of this Section 7, and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by such holder or be subject to execution, attachment or similar process without the consent of the Post-Domestication Company, and shall bear a customary legend with respect to such transfer restrictions; provided, further, that transfers are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this clause (d) as if they were the original holders of such Unvested Shares (and the original holder will also be responsible for any breach of such restrictions by such Permitted Transferee) and (B) promptly transfer such Unvested Shares back to the original holder thereof if they cease to be a Permitted Transferee for any reason prior to the date such Unvested Shares become freely transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, further, that, in the case of clauses (ii) to (iv), such transferee executes and delivers to the Post-Domestication Company a written agreement, in form and substance reasonably acceptable to the Post-Domestication Company, agreeing to be bound by the restrictions in this clause (d) and the transferor will be responsible for any breach by the transferee. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Unvested Shares shall be null and void.

(e)            If, upon the expiration of the Vesting Period, the $13.00 Share Price Milestone and/or the $15.00 Share Price Milestone have not occurred, then all Unvested Shares which would vest in connection with such relevant Milestone shall be automatically forfeited and deemed transferred to the Post-Domestication Company and shall be automatically cancelled by the Post-Domestication Company and cease to exist. For the avoidance of doubt, prior to such forfeiture, all Unvested Shares shall be entitled to currently receive any dividends or distributions made to the holders of the Post-Domestication Company Class A Common Stock and the holders thereof shall be entitled to currently exercise the voting rights generally granted to holders of Post-Domestication Company Class A Common Stock, and all Unvested Shares shall appear as issued and outstanding on the balance sheet of the Post-Domestication Company and such shares shall be treated as legally outstanding under applicable state law.

6

(f)            In the event of occurrence of any Milestone, as soon as practicable (but in any event within five (5) Business Days), the Post-Domestication Company shall (i) deliver written notice to the holders of the Unvested Shares as of any such date regarding the vesting of the applicable Unvested Shares, (ii) release the applicable Unvested Shares from the transfer restrictions and other restrictions in this Section 5 and (iii) remove any related legends applicable to such Unvested Shares.

(g)            If, during the Vesting Period, (i) there is a transaction that results in the shares of the Post-Domestication Company Class A Common Stock being converted into the right to receive cash or other consideration having a value (in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of the Post-Domestication Company in good faith) in excess of the Stock Price threshold set forth in a Milestone, then the Unvested Shares subject to the applicable Milestone shall become vested immediately prior to the consummation of such transaction, or otherwise treated as so vested in connection therewith, so as to ensure that the recipients of such Unvested Shares shall receive all proceeds in respect of such Unvested Shares in connection with such transaction, and (ii) there is a transaction that will result in the shares of the Post-Domestication Company Class A Common Stock being converted into the right to receive cash or other consideration having a value (in the case of any non-cash consideration, provided in the definitive transactions documents for such transaction, or if not so provided, as determined by the current board of directors of the Post-Domestication Company in good faith) less than the Stock Price threshold set forth in a Milestone, then the Unvested Shares that remain subject to the applicable Milestones shall automatically be cancelled and the Sponsor shall have no further right to receive such Unvested Shares.

(h)            If the Post-Domestication Company shall, at any time or from time to time, after the date hereof effect a subdivision, share or stock split, share or stock dividend, reorganization, combination, recapitalization or similar transaction affecting the outstanding Ordinary Shares or Post-Domestication Company Class A Common Stock, as applicable, the number of Unvested Shares subject to vesting pursuant to, and the stock price targets set forth in, clauses (a) and (b) of this paragraph 5, shall be equitably adjusted for such subdivision, share or stock split, share or stock dividend, reorganization, combination, recapitalization or similar transaction. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective or such other date as is appropriate to achieve the intent of this clause (h).

7

8.            FiduciaryDuties. Notwithstanding anything in this Agreement to the contrary, (a) no Shareholder makes any agreement or understanding herein in any capacity other than in the Shareholder’s capacity as a record holder and beneficial owner of the Subject Securities, and, without limiting the generality of the foregoing, no Shareholder makes any agreement or understanding herein in the Shareholder’s capacity as a director, officer or employee of Crown or any of Crown’s Subsidiaries, as applicable, and (b) nothing herein will be construed to limit or affect any action or inaction by a Shareholder in its capacity as a member of the board of directors of Crown or as an officer, employee or fiduciary of Crown, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of Crown.

9.            Acknowledgment. Each Party understands and acknowledges that each of the other Parties is entering into the Transaction Agreement in reliance upon such Party’s execution and delivery of this Agreement. Each Party has had the opportunity to read the Transaction Agreement, this Agreement and the Affected Agreements and has had the opportunity to consult with its tax and legal advisors in respect thereof.

10.            Termination. This Agreement and all of its provisions shall automatically terminate and be of no further force or effect upon the termination of the Transaction Agreement in accordance with its terms; provided that, with respect to any given Shareholder, in the event of the amendment or modification of the Transaction Agreement, without such Shareholder’s prior written consent, to change adversely to the Shareholder the amount or form of the consideration payable under the Transactions, this Agreement and all of its provisions shall, with respect to such Shareholder, automatically terminate and be of no further force or effect. Upon full termination of this Agreement, all obligations of the Parties under this Agreement will terminate, without any liability or other obligation on the part of any Party to any person in respect hereof or the transactions contemplated hereby (other than liability of any Party for any fraud or any willful breach of this Agreement prior to such termination), and in the event of any termination of this Agreement with respect only to one or more Shareholders as set forth in the proviso to the preceding sentence, all rights and obligations of the Parties under this Agreement with respect to such Shareholder or Shareholders shall terminate, without any liability or obligation on the part of any person in respect hereof or the transactions contemplated hereby, but such termination will not affect this Agreement as it relates to the other Parties.

8

11.            GoverningLaw. This Agreement, the rights and duties of the Parties, and any disputes (whether in contract, tort or statute) arising out of, under or in connection with this Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. All actions arising out of, under or in connection with this Agreement or the Transactions shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action may be brought in any state or federal court located in the State of Delaware. To the fullest extent permitted by applicable Law, the parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement or the Transactions brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in the State of Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of Delaware as described herein. Each Party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 17 or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

12.            Waiverof Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the Parties irrevocably waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Agreement or any course of conduct, course of dealing, verbal or written statement or action of any Party related thereto, in each case, whether now existing or hereafter arising, and whether in contract, tort, statute, equity or otherwise. Each Party hereby further agrees and consents that any such litigation shall be decided by court trial without a jury and that the Parties to this Agreement may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.

13.            Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the Parties.

14.            SpecificPerformance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that monetary damages may not be an adequate remedy for such breach and the non-breaching Party shall be entitled to injunctive relief, in addition to any other remedy that such Party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, any state or federal court located in the State of Delaware and the non-breaching Party will not be required to post any bond or other security in connection therewith. Without limiting the foregoing, each of the Parties acknowledges and agrees that the Company is a beneficiary of each of the provisions of this Agreement and has the right to enforce the same it its own name.

15.            Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by all of the Parties.

16.            Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

9

17.            Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national standing for next day delivery (with charges prepaid), on the Business Day following the date of delivery to such courier service; (c) if delivered by telecopy (with confirmation of delivery), on the date of transmission if on a Business Day before 5:00 p.m. local time of the recipient Party (otherwise on the next succeeding Business Day); (d) if delivered by electronic mail, on the date of transmission if on a Business Day before 5:00 p.m. local time of the business address of the recipient Party (otherwise on the next succeeding Business Day); and (e) if deposited in the United States mail, first-class postage prepaid, on the date of delivery, in each case to the appropriate addresses or electronic mail addresses set forth below (or to such other addresses or electronic mail addresses as a Party may designate by notice to the other Parties in accordance with this Section 17):

(a)            If to Crown, to its address of record under the Transaction Agreement;

(b)            If to RBC as representative of the several Underwriters, to its address of record under the Underwriting Agreement;

(c)            If to Sponsor or to the Insiders, to their respective addresses of record under the Insider Letter; and

(d)            If to the Holders, to their respective addresses of record under the Registration Rights Agreement.

18.            Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument

19.            EntireAgreement. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Affected Agreement, this Agreement shall control with respect to the subject matter thereof. This Agreement, the Affected Agreements (as modified hereby) and the Transaction Agreement constitute the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties to the extent they relate in any way to the subject matter hereof.

20.            Non-Recourse. This Agreement may only be enforced against, and any action, suit, claim, investigation, or proceeding based upon, arising out of or related to this Agreement may only be brought against the Persons that are expressly named as parties to this Agreement or as expressly contemplated hereby. Except to the extent named as a party to this Agreement or as expressly contemplated hereby, and then only to the extent of the specific obligations of such parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any party to this Agreement will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the parties to this Agreement or for any action, suit, claim, investigation, or proceeding based upon, arising out of or related to this Agreement.

[Signature Page Follows]

10

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

COMPANY:
BRIVO, INC.
By:	/s/ Steve Van<br> Till
Name (Printed): Steve Van Till
Title: President and Chief Executive Officer

[SignaturePage to the Sponsor Letter Agreement]

CROWN:
CROWN PROPTECH ACQUISITIONS
By:	/s/ Richard Chera
Name (Printed): Richard Chera
Title: CEO

[SignaturePage to the Sponsor Letter Agreement]

RBC:
RBC CAPITAL MARKETS, LLC
By:	/s/ Amir Emami
Name (Printed): Amir Emami
Title: Managing Director

[SignaturePage to the Sponsor Letter Agreement]

SPONSOR:
CROWN PROPTECH SPONSOR, LLC
By:	/s/ Richard Chera
Name (Printed): Richard Chera
Title: CEO

[SignaturePage to the Sponsor Letter Agreement]

INSIDERS:
/s/ Richard Chera
Name: Richard Chera
/s/ Pius Springer
Name: Pius Springer
/s/ Mohammad Rasheq Zarif
Name: Mohammad Rasheq Zarif
/s/ Martin Enderle
Name: Martin Enderle
/s/ Melissa Holladay
Name: Melissa Holladay
/s/ Stephen Siegel
Name: Stephen Siegel
/s/ Frits van Paasschen
Name: Frits van Paasschen
/s/ Maurice Zeitouni
Name: Maurice Zeitouni
/s/ Anusha Kukreja
Name: Anusha Kukreja

[SignaturePage to the Sponsor Letter Agreement]

Exhibit A

Beneficial Ownership

Name and Address	Class B Ordinary Shares		Warrants
Sponsor:
Crown PropTech Sponsor, LLC		5,960,000		4,010,667
Insiders:
Anusha Kukreja		25,000		--
Maurice Zeitouni		25,000		--
Melissa Holladay		50,000		--
Martin Enderle		50,000		--
Stephen Siegel		50,000		--
Frits van Paasschen		50,000		--

Exhibit 10.2

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”) is entered into this November [9], 2021, by and among Crown PropTech Acquisitions., a Cayman Islands exempted company (the “Issuer” or “SPAC”; for the avoidance of doubt, references to the “Issuer” or “SPAC” will include the “Post-Domestication Corporation” as defined below, except as the context may otherwise require), and the undersigned subscriber (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

WHEREAS, the Issuer, Brivo Inc., a Nevada corporation (“Brivo”), Crown PropTech Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Merger Sub I”), and Crown PropTech Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer (“Merger Sub II”), will contemporaneously with the execution of this Subscription Agreement, enter into that certain Business Combination Agreement, dated as of the date hereof (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things, (i) on the day prior to the Closing, the Issuer will domesticate as a Delaware corporation (the “Domestication,” and the Issuer after the Domestication is sometimes referred to as the “Post-Domestication Corporation”), (ii) on the day after the Domestication, certain investors will purchase Convertible Notes (as defined below) (the “PIPE Financing”), (iii) immediately following the purchase of the Convertible Notes, Merger Sub I will merge with and into Brivo with Brivo (the “FirstMerger”) surviving the First Merger as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub I shall cease and the Surviving Corporation will become a wholly owned subsidiary of the Issuer, and (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II surviving as the surviving entity (the “Surviving Entity”) and the separate corporate existence of the Surviving Corporation shall cease, and the Surviving Entity will be a wholly owned subsidiary of the Issuer (steps (iii) and (iv) herein together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”).

WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer $73.0 million aggregate principal amount of convertible notes of the Issuer (the “Convertible Notes”) (the “Subscribed Notes”) that will be issued pursuant to the indenture attached as Exhibit A hereto (the “Indenture”) and convertible into shares (the “NoteEquity Securities”) of Class A common stock, par value of $0.0001 per share, of the Post-Domestication Corporation (the “Class A Common Stock”). The aggregate purchase price to be paid by Subscriber for the Subscribed Notes (as set forth on the signature page hereto) is referred to herein as the “Purchase Price,” and the fee, equal to 3.0% of the Purchase Price to be paid by the Issuer to the Subscriber at Closing is referred to herein as the “Purchase Fee,” and the Issuer desires to issue and sell Subscriber the Subscribed Notes in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, all on the terms and subject to the conditions set forth herein; and

WHEREAS, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) (each, an “OtherSubscriber”) have, severally and not jointly, entered into one or more separate subscription agreements with the Issuer that are substantially similar to this Subscription Agreement (the “Other Subscription Agreements”), pursuant to which such Other Subscribers have agreed to purchase Convertible Notes on the Closing Date (as defined below) that will form a single series with the Subscribed Notes under the Indenture and shall be fungible for U.S. federal income tax purposes.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

The parties hereto agree that (i) the Issuer will enter into separate Other Subscription Agreements with respect to each Other Subscriber and (ii) the Subscriber listed on the signature page hereto shall not have any liability under this Subscription Agreement or any Other Subscription Agreement for the obligations of any Other Subscriber under any Other Subscription Agreement. The decision of Subscriber to purchase the Subscribed Notes pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Issuer, Brivo or any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by the Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute the formation by or existence among, Subscriber and Other Subscribers or any other investors, of a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers or any other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Notes or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

1.            Subscription. Subject to the terms and conditions hereof, at the Closing Date (as defined below), immediately prior to the expected consummation of the Transactions, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Notes. Each of the parties hereto acknowledges and agrees that the Note Equity Securities that will be issued upon conversion of the Convertible Notes shall be shares of common stock in a Delaware corporation (and not shares in a Cayman Island exempted company). At the Closing Date, upon the issue and sale to Subscriber of the Subscribed Notes, Issuer shall deliver the Purchase Fee to Subscriber. Such subscription and issuance is hereinafter referred to as the “Subscription”.

2.            Representations, Warranties and Agreements.

2.1.            Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Subscribed Notes, Subscriber hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer as follows:

2.1.1.            Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

2.1.2.            This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber, and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

1

2.1.3.            The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will not (i) constitute or result in any violation of the provisions of the organizational or formation documents of Subscriber or any of its subsidiaries or (ii) constitute or result in any violation of any (a) statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or (b) agreement or other undertaking to which Subscriber is a party or by which Subscriber is bound that would reasonably be expected to have a material adverse effect on the legal authority or ability of Subscriber to enter into or timely perform its obligations under this Subscription Agreement (a “Subscriber Material Adverse Effect”).

2.1.4.            Subscriber (i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, (b) an Institutional Account as defined in FINRA Rule 4512(c) and/or (c) a sophisticated institutional investor, experienced in investing in transactions of the type contemplated by this Subscription Agreement and has such knowledge and experience in financial and business matters to be capable of evaluating merits and investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including Subscriber’s participation in the purchase of the Subscribed Notes, in each case, satisfying the applicable requirements set forth on Schedule I, and has the ability to bear the economic risks of an investment in the Subscribed Notes and can afford a complete loss of such investment, (ii) is acquiring the Subscribed Notes only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Notes as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or accredited investor, and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution of the Subscribed Notes or the Note Equity Securities in any manner that would violate the securities laws of the United States or any other applicable jurisdiction and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Notes and is not acquiring the Subscribed Notes or the Note Equity Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule I following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Notes.

2.1.5.            Subscriber understands that the Subscribed Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Subscribed Notes and the Note Equity Securities have not been registered under the Securities Act and that the Subscribed Notes are being offered in reliance on a private placement exemption from registration under the Securities Act. Subscriber understands that the Subscribed Notes and the Note Equity Securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases ‎(i) and ‎(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that the Subscribed Notes and the Note Equity Securities shall be subject to a legend to such effect (provided that such legends will be eligible for removal upon compliance with the relevant resale provisions of Rule 144). Subscriber understands and agrees that the Subscribed Notes and, upon conversion, the Note Equity Securities will be subject to the foregoing restrictions and, as a result, Subscriber may not be able to readily resell the Subscribed Notes and the Note Equity Securities and may be required to bear the financial risk of an investment in the Subscribed Notes and/or the Note Equity Securities for an indefinite period of time. Subscriber understands that it has been advised to consult independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Notes and the Note Equity Securities. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that the Subscribed Notes and the Note Equity Securities are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Notes and, upon conversion, the Note Equity Securities.

2.1.6.            Subscriber understands and agrees that Subscriber is purchasing the Subscribed Notes directly from the Issuer. Subscriber further acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber, expressly or by implication, other than those representations, warranties, covenants and agreements expressly set forth in this Subscription Agreement.

2

2.1.7.            If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Subscribed Notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”).

2.1.8.            In making its decision to purchase the Subscribed Notes, Subscriber represents that it has relied solely upon independent investigation made by Subscriber and the representations, warranties and covenants of the Issuer contained in this Subscription Agreement. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by anyone (including RBC Capital Markets, LLC and its respective directors, officers, employees, representatives and controlling persons (collectively, the “Placement Agent”)), other than the Issuer, Brivo and their respective representatives or the Subscribed Notes or the offer and sale of the Subscribed Notes, and Subscriber further acknowledges that the Placement Agent has made no independent investigation with respect to the Issuer, Brivo, the Subscribed Notes or the Note Equity Securities or the accuracy, completeness or adequacy of any information supplied to each Placement Agent by, or on behalf of, the Issuer or Brivo. Subscriber acknowledges and agrees that Subscriber has received access to and has had an adequate opportunity to review such information, as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Notes and the Note Equity Securities upon conversion, including with respect to the Issuer, Brivo and the Transactions. Subscriber understands that the financial statements and other financial information (whether historical or in the form of financial forecasts or projections) of the Issuer and Brivo, respectively, have been prepared and reviewed solely by the Issuer, Brivo and their respective officers and employees, as the case may be, and have not been reviewed by the Placement Agent or any outside party or, except as expressly set forth therein, certified or audited by an independent third-party auditor or audit firm. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Notes. Subscriber represents and warrants it is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transactions, the Subscribed Notes, the Note Equity Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Issuer and Brivo, including all business, legal, regulatory, accounting, credit and tax matters, and Subscriber has satisfied itself concerning such matters relevant to its investment in the Subscribed Notes, including the Note Equity Securities upon conversion. Subscriber further acknowledges that Subscriber has not relied upon the Placement Agent in connection with Subscriber’s due diligence review of the offering of the Subscribed Notes and the Issuer and Brivo.

2.1.9.            Subscriber acknowledges and agrees that (i) it has been informed that the Placement Agent is acting solely as placement agent in connection with the Transactions and is not acting as an underwriter or in any other capacity in connection with the transactions contemplated by this Subscription Agreement and is not and shall not be construed as a fiduciary or financial advisor for Subscriber in connection with the Transactions, (ii) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the Transactions, in each case, to Subscriber, (iii) the Placement Agent will have no responsibility to Subscriber with respect to (a) any representations, warranties or agreements made by any person or entity under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (b) the business, condition (financial and otherwise), management, operations, properties or prospects of, the Issuer, Brivo or the Transactions, and (iv) the Placement Agent shall have no liability or obligation (including for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber), whether in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of the Transactions or the transactions contemplated by this Subscription Agreement. The Placement Agent may rely upon these representations and warranties of Subscriber. Subscriber further acknowledges that RBC Capital Markets, LLC is acting as financial advisor to the Issuer in connection with the Transactions and that Imperial Capital, LLC is acting as financial advisor to Brivo in connection with the Transactions.

3

2.1.10.            Subscriber became aware of this offering of the Subscribed Notes solely by means of direct contact between Subscriber and the Issuer or one of their respective representatives, including the Placement Agent. Subscriber did not become aware of this offering of the Subscribed Notes, nor were the Subscribed Notes or the Note Equity Securities offered to Subscriber, by any general solicitation or other means. Subscriber acknowledges that the Issuer represents and warrants that the Subscribed Notes or the Note Equity Securities were not offered by any form of general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, or any manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state or non-U.S. securities laws.

2.1.11.            Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Notes or made any findings or determination as to the fairness of an investment in the Subscribed Notes.

2.1.12.            Subscriber represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law; provided, that Subscriber is permitted to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber represents that it, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents and warrants that, to the extent required, it, directly or indirectly through a third-party administrator, maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Notes were legally derived.

2.1.13.            If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other Similar Laws or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”), Subscriber represents and warrants that none of the Issuer, Brivo or any of their respective affiliates (the “Transaction Parties”) or the Placement Agent has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Notes, and none of the Transaction Parties or the Placement Agent shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Notes or, upon conversion, the Note Equity Securities.

2.1.14.            [Reserved].

2.1.15.            Subscriber is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest in the Issuer as a result of the purchase and sale of Subscribed Notes or, upon conversion, the Note Equity Securities hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of the Subscribed Notes hereunder.

4

2.1.16.            On each date the Purchase Price would be required to be funded to the Issuer pursuant to Section ‎3, Subscriber will have sufficient immediately available funds to pay the Purchase Price pursuant to Section ‎3.

2.1.17.            No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer.

2.1.18.            Subscriber agrees that, from the date of this Subscription Agreement until the Closing or the earlier termination of this Subscription Agreement, it will not, nor will any person acting at Subscriber’s direction or pursuant to any understanding with Subscriber, directly or indirectly, engage in any Short Sales with respect to securities of the Issuer. For the purposes hereof, “Short Sales” shall include all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S. broker dealers or foreign regulated brokers. For the avoidance of doubt, this Section 2.1.18 shall not apply to any sale (including the exercise of any redemption right) of securities of the Issuer (i) held by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or (ii) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in open market transactions after the execution of this Subscription Agreement. Notwithstanding the foregoing, (a) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the subscription (including Subscriber’s controlled affiliates and/or affiliates) from entering into any short sales and (b) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Class A Common Stock covered by this Subscription Agreement. Notwithstanding the foregoing, Issuer acknowledges and agrees that, notwithstanding anything in this Subscription Agreement to the contrary, the Subscribed Notes and/or the shares of Class A Common Stock may be pledged by Subscriber in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Subscribed Notes and/or the shares of Class A Common Stock hereunder, and Issuer effecting a pledge of the Subscribed Notes and/or the shares of Class A Common Stock shall not be required to provide Issuer with any notice thereof or otherwise make any delivery to Issuer pursuant to this Subscription Agreement. Issuer hereby agrees to execute and deliver such documentation as a pledgee of the Subscribed Notes and/or the shares of Class A Common Stock may reasonably request in connection with a pledge of the Subscribed Notes and/or the shares of Class A Common Stock to such pledgee by Subscriber.

2.1.19.            [Reserved].

2.1.20.            Subscriber acknowledges the Commission’s issuance of the Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, made on April 12, 2021 and the SEC recent comment to several special purpose acquisition companies, regarding the application of ASC 480-10-99 to its accounting classification of public shares (the “Statements”), and Subscriber agrees that any actions taken by the Issuer in connection with, or as may be necessary or advisable to address the potential implications of, such Statements or review shall not be deemed to constitute a breach of any of the acknowledgements, understandings, agreements, representations, warranties or covenants set forth in this Subscription Agreement; provided, however, that any such actions may not materially and adversely affect the rights of Subscriber (in its capacity as such) under this Subscription Agreement. For the avoidance of doubt, any restatements or the financial statements of the Issuer and any amendments to reports previously filed with the Commission, or delays in filing reports with the Commission, in connection with the Statements or any subsequent related agreements or other guidance from the Commission with respect to the Statements shall not be considered to materially and adversely affect the rights of Subscriber (in its capacity as such) under this Subscription Agreement.

5

2.2.            The Issuer’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Notes, the Issuer hereby represents and warrants to Subscriber and agrees with Subscriber as follows:

2.2.1.            The Issuer has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands, with all requisite power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, the Issuer will have been duly domesticated and be validly existing and in good standing under the laws of Delaware, with all requisite power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

2.2.2.            The Subscribed Notes will be duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by Subscriber in accordance with the terms of this Agreement, will be valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights and remedies generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Subscribed Notes are to be issued.

2.2.3.            Upon issuance and delivery of the Subscribed Notes in accordance with this Agreement and in accordance with the Indenture, the Subscribed Notes will be convertible at the option of the holder thereof into Note Equity Securities in accordance the terms of such Subscribed Notes; the Note Equity Securities reserved for issuance upon conversion of the Subscribed Notes have been duly authorized and reserved and, when issued upon conversion of the Subscribed Notes in accordance with their terms, will be validly issued, fully paid and non-assessable, and the issuance of the Subscribed Notes will not be subject to any preemptive or similar rights.

2.2.4.            This Subscription Agreement has been duly authorized, validly executed and delivered by the Issuer and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber, is the valid and binding obligation of the Issuer, and is enforceable against Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.

2.2.5.            The execution, delivery and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), the issuance and sale of the Subscribed Notes and, upon conversion, the Note Equity Securities and the consummation of the other transactions contemplated herein, including the Transactions, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Issuer, Brivo or their respective subsidiaries taken as a whole and including the combined company after giving effect to the Transactions, or materially affects the validity or enforceability of the Subscribed Notes or the Note Equity Securities or the legal authority or other ability of the Issuer to enter into and timely perform its obligations under this Subscription Agreement (collectively, an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries or any of its properties that would reasonably be expected to have an Issuer Material Adverse Effect.

6

2.2.6.            Neither the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security of the Issuer nor solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Subscribed Notes or, upon conversion, the Note Equity Securities under the Securities Act.

2.2.7.            Neither the Issuer nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscribed Notes or the Note Equity Securities, and neither the Issuer nor any person acting on its behalf has offered any of the Subscribed Notes or the Note Equity Securities in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state or applicable non-U.S. securities laws.

2.2.8.            Concurrently with the execution and delivery of this Subscription Agreement the Issuer is entering into the Other Subscription Agreements providing for the sale of an aggregate of $75 million principal amount of Convertible Notes (including the Subscribed Notes purchased and sold under this Subscription Agreement and the purchase price for such Subscribed Notes). Except for the Other Subscription Agreements, as of the date of this Subscription Agreement, there are no other subscription agreements, side letter agreements or other agreements or understandings (including written summaries of any oral understandings) with any other subscriber (except for the Other Subscribers) or any other investor or potential investor with respect to the purchase of securities of the Issuer which include terms and conditions (economic or otherwise) that are materially more advantageous to any such Other Subscriber, investor or potential investor (as compared to Subscriber).

2.2.9.            As of the date of this Subscription Agreement and as of immediately prior to the consummation of the Transactions, the authorized share capital of the Issuer consists of 200,000,000 Class A shares, 20,000,000 Class B shares and 1,000,000 preference shares, $0.0001 par value each. All issued and outstanding shares of the Issuer have been duly authorized and validly issued, are fully paid, non-assessable and are not subject to preemptive or similar rights. Except as set forth above and pursuant to the Other Subscription Agreements and the Business Combination Agreement, and as disclosed in, or in the exhibits included in, the current report on Form 8-K to be filed with the Commission promptly following execution of the Business Combination Agreement (the “Signing 8-K”), there are no outstanding, and between the date hereof and the Closing, the Issuer will not issue, sell or cause to be outstanding any (i) shares, equity interests or voting securities of the Issuer, (ii) securities of the Issuer convertible into or exchangeable for shares or other equity interests or voting securities of the Issuer, (iii) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Issuer to subscribe for, purchase or acquire from any individual, entity or other person, and no obligation of the Issuer to issue, any ordinary shares of the Issuer, or any other equity interests or voting securities in the Issuer or any securities convertible into or exchangeable or exercisable for such shares or other equity interests or voting securities, (iv) equity equivalents or other similar rights of or with respect to the Issuer, or (v) obligations of the Issuer to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares, options, equity equivalents, interests or rights. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by the Business Combination Agreement and the Ancillary Agreements (as defined in the Business Combination Agreement) and in the Signing 8-K. There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (a) the Subscribed Notes, (b) the Convertible Notes to be issued pursuant to any Other Subscription Agreement or (c) the Note Equity Securities issuable by the Issuer upon conversion of any Convertible Notes, that have not been or will not be validly waived on or prior to the closing of the Transactions.

7

2.2.10.            The Class A ordinary shares of the Issuer are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the New York Stock Exchange (the “NYSE”) under the symbol “CPTK” (it being understood that the trading symbol will be changed in connection with the consummation of the Transactions). Except as disclosed in the Issuer’s filings with the Commission, there is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission, respectively, to prohibit or terminate the listing of the Class A ordinary shares on the NYSE or to deregister the Class A ordinary shares under the Exchange Act. The Issuer has taken no action that is designed to terminate the registration of the Class A ordinary shares under the Exchange Act.

2.2.11.            Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, (i) no registration under the Securities Act is required for the offer and sale of the Subscribed Notes or Note Equity securities by the Issuer to Subscriber and (ii) no consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Issuer in connection with the consummation of the transactions contemplated by this Subscription Agreement, except for filings pursuant to applicable state securities laws and filings required to consummate the Transactions as provided under the Business Combination Agreement.

2.2.12.            There are no pending or, to the knowledge of the Issuer, threatened, suits, claims, actions or proceedings which would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect. There is no unsatisfied judgment or any open injunction, decree, ruling or order binding upon the Issuer, which would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect; provided, that the Issuer’s ongoing review of the implications of the Commission’s issuance of the Statement, and any actions taken by the Issuer in connection with such review or statement, shall be deemed not to be an Issuer Material Adverse Effect within the meaning of the foregoing definition. For the avoidance of doubt, any restatement of the financial statements of the Issuer and any amendments to reports previously filed with the Commission, or any delays in filing reports with the Commission, insofar as related to the Statement or any subsequent related agreements or other guidance from the Commission with respect to the Statement, shall not be considered to constitute or result in an Issuer Material Adverse Effect.

2.2.13.            The Issuer is in compliance with all applicable laws, except where such non-compliance, individually or in the aggregate, would not reasonably be expected to have an Issuer Material Adverse Effect. The Issuer has not received any written communication from a governmental entity, exchange or self-regulatory organization that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have an Issuer Material Adverse Effect.

8

2.2.14.            The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including the issuance of the Subscribed Notes and the issue of the Note Equity Securities), other than (i) filings with the Commission, (ii) filings required by applicable state securities laws, (iii) filings required in accordance with Section ‎‎4, (iv) those required by the NYSE, and (v) filings, the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

2.2.15.            At the Closing, the Issuer will be classified as a domestic corporation for U.S. federal income tax purposes.

2.2.16.            The Issuer, Merger Sub I and Merger Sub II (i) have duly and timely filed (taking into account any extension of time within which to file) all material tax returns required to be filed by any of them as of the date hereof and all such filed tax returns are complete and accurate in all material respects; (ii) have timely paid all material taxes that are shown as due on such filed tax returns and any other material taxes that the Issuer, Merger Sub I or Merger Sub II are otherwise obligated to pay, except with respect to taxes not yet due and payable that are being contested in good faith and with respect to which adequate reserves have been made in accordance with GAAP, and no material penalties or charges are due with respect to the late filing of any tax return required to be filed by or with respect to any of them on or before the Closing Date; (iii)  have not waived any statute of limitations with respect to taxes or agreed to any extension of time with respect to a tax assessment or deficiency; and (iv) do not have any deficiency, audit, examination, investigation or other proceeding in respect of material taxes or material tax matters pending or proposed or threatened in writing, for a tax period which the statute of limitations for assessments remains open.

2.2.17.            The Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Issuer with the Commission prior to the date of this Subscription Agreement (the “SEC Documents”), which SEC Documents, except in the case of the accounting treatment of the warrants and the reclassification of certain equity securities of the Issuer as temporary equity, as of their respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the Commission promulgated thereunder and applicable to the SEC Documents. Except in the case of the accounting treatment of the warrants and the reclassification of certain equity securities of the Issuer as temporary equity in certain financial statements contained in the SEC Documents, each of the financial statements (including, in each case, any notes thereto) contained in the SEC Documents was prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission and/or subject to the Statements) and each fairly presents, in all material respects, subject to the Statements, the financial position, results of operations and cash flows of the Issuer as at the respective dates thereof and for the respective periods indicated therein. None of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Issuer makes no such representation or warranty with respect to the registration statement on Form S-4 to be filed by the Issuer with respect to the Transactions or any other information relating to Brivo or any of its affiliates included in any SEC Document or filed as an exhibit thereto, such representation and warranty is made to the Issuer’s knowledge. The Issuer has timely filed, which for the avoidance of doubt includes complying with the provision of Rule 12b-25 under the Exchange Act, each report, statement, schedule, prospectus and registration statement that the Issuer was required to file with the Commission since its inception and through the date hereof. There are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.

9

2.2.18.            No broker, finder or other financial consultant has acted on behalf of the Issuer in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber. Except for the Placement Agent, the Issuer has not paid, and is not obliged to pay, any brokerage, finder or other commission or similar fee in connection with the issuance and sale of the Subscribed Notes.

2.2.19.            The Issuer is not, and immediately after receipt of payment for the Subscribed Notes will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.2.20.            The Issuer and Brivo are solely responsible for paying any fees or other commission owed to the Placement Agent in connection with the Transactions or the transactions contemplated by this Subscription Agreement.

2.2.21.            Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries is an individual or entity (a “Person”) that is, or is owned or controlled by a Person that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Issuer or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Crimea and Syria (each, a “Sanctioned Country”). Since the Issuer’s inception, the Issuer and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

2.2.22.            The operations of the Issuer and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where the Issuer or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Issuer, threatened.

3.            Settlement Date and Delivery.

3.1.            Closing. The closing of the Subscription contemplated hereby (the “Closing”) shall occur immediately prior to the consummation of the Transactions (the date of the Closing, the “Closing Date”); provided, however, that such Closing Date shall not occur until the day after the Domestication.

10

3.2.            Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least seven (7) Business Days prior to the date that the Issuer reasonably expects all conditions to the consummation of the Transactions under the Business Combination Agreement to be satisfied or waived, as applicable, (the “Expected Closing Date”), upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of those conditions, provided that, for this purpose, the completion of the Domestication will be treated as a condition to be satisfied at the Closing) Subscriber shall deliver to the Issuer, the Purchase Price for the Subscribed Notes, (i) no later than two (2) Business Days prior to the Expected Closing Date by wire transfer of U.S. dollars in immediately available funds to an escrow account established by the Issuer with a third party financial institution pursuant to an escrow agreement (the “Escrow Agreement”), as specified by the Issuer in the Closing Notice, with such funds to be held in a segregated escrow account until the Closing, or (ii) to an account specified by the Issuer and as otherwise mutually agreed by Subscriber and the Issuer (“Alternative Settlement Procedures”). If Subscriber is a QIB, Subscriber shall also deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue and deliver the Subscribed Convertible Notes through the facilities of The Depository Trust Company (“DTC”) to Subscriber or its nominee, including, without limitation, a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. For the avoidance of doubt, Alternative Settlement Procedures pursuant to clause (ii) of this Section 3.2 shall include Subscriber delivering to the Issuer on the Closing Date the Purchase Price for the Subscribed Notes by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Notes. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, at the Closing, (i) the Purchase Price shall be released from escrow automatically, and without further action by the Subscriber, upon notice by the Issuer to the escrow agent according to the Escrow Agreement that Closing is going to occur imminently; (ii) the Issuer shall deliver the Purchase Fee to Subscriber to an account specified by the Subscriber and (iii) the Issuer shall use reasonable best efforts to deliver to Subscriber or its nominee the Convertible Notes in book entry form through the facilities of DTC (or, if settlement through DTC is not reasonably feasible at such time, or as otherwise agreed by Subscriber, the Convertible Notes in definitive, certificated form). In the event that the consummation of the Transaction does not occur within two (2) Business Days after the Expected Closing Date specified in the Closing Notice (the “Closing OutsideDate”), unless otherwise agreed to in writing by the Issuer and Subscriber, and the Issuer gives notice to the escrow agent that the Closing will not occur, the Escrow Agreement will provide for a prompt release (but in no event later than two (2) Business Days after the Closing Outside Date) of the funds so delivered by Subscriber to the escrow account 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, (i) 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 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 5 hereof, 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) to consummate the Closing upon satisfaction of the conditions set forth in this Section 3. For purposes of this Subscription Agreement, “Business Day” means any day that, in New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close.

3.3.            Conditions to Closing of the Issuer.

The Issuer’s obligations to sell and issue the Subscribed Notes at the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the Closing Date, of each of the following conditions:

3.3.1.            Representations and Warranties Correct. The representations and warranties made by Subscriber in Section ‎2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, 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 Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

11

3.3.2.            Compliance with Covenants. Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Closing; provided, that this condition shall be deemed satisfied unless written notice of such non-compliance is provided by Issuer to Subscriber, and Subscriber fails to cure such non-compliance in all material respects within five (5) Business Days of receipt of such notice.

3.3.3.            Delivery of Tax Forms. Subscriber has delivered the tax forms or other documentation as required by Section 12.16 (Withholding Taxes) of the Indenture.

3.3.4.            Closing of the Transactions. All conditions precedent to the closing of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived in writing by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions which, by their nature, may only be satisfied at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions will be consummated immediately following the Closing.

3.3.5.            Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting the consummation of the Subscription.

3.4.            Conditions to Closing of Subscriber.

Subscriber’s obligation to purchase the Subscribed Notes at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing Date, of each of the following conditions:

3.4.1.            Representations and Warranties Correct. The representations and warranties made by the Issuer in Section ‎2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, 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 Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (in each case, other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

3.4.2.            Compliance with Covenants. The Issuer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior to the Closing.

12

3.4.3.            Closing of the Transactions. (i) All conditions precedent to the consummation of the mergers set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the mergers, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the mergers); (ii) no amendment or modification of, or waiver under the Business Combination Agreement shall have occurred that would reasonably be expected to materially and adversely affect the Issuer and/or the economic benefits to Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; (iii) the mergers will be consummated immediately following the Closing; and (iv) there shall not have occurred and be continuing any Company Material Adverse Effect (as described in the Business Combination Agreement) or Issuer Material Adverse Effect (as defined herein).

3.4.4.            Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the transactions contemplated by this Subscription Agreement or the Transactions and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition.

3.4.5.            Listing. No suspension of the qualification of the Class A Common Stock for offering or sale or trading in any jurisdiction, and no suspension or removal from listing of the Class A Common Stock on the NYSE, and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred.

3.4.6.            Other Conditions.

(a)            Within 30 days of the date of this Subscription Agreement (the “Collateral Effectiveness Date”), the Issuer shall have provided (i) final drafts of one or more security agreements, which would provide for first lien security interests on substantially all the assets of the Company and its Subsidiaries (the “Security Interest”) for the benefit of the Holders in the event the springing first lien provision contained in the Indenture were triggered, substantially in the form of the security agreement securing Brivo’s credit agreement with CIBC (the “CIBC Agreement”) as of the date hereof (or such other form as may be agreed among the Issuer and the Investor), together with the forms of any other agreements reasonably necessary to perfect the Security Interest for the benefit of the Holders (such documents outlined in this 3.4.6(a), collectively, being the “Collateral Documents”) and (ii) to the extent a Revolving Credit Facility (as defined in the Indenture) exists on the Collateral Effectiveness Date, a customary form of an intercreditor agreement, which shall provide for customary rights and agreements among the pari passu first lien creditors of the Company and its Subsidiaries, including the lender under such Revolving Credit Facility and the Holders, which agreement, for the avoidance of doubt, shall provide the Holders with a “buyout” right in respect of the Revolving Credit Facility, among other rights (the “Form Intercreditor Agreement”), and with respect to any documents provided under this Section 3.4.6(a), which drafts and forms shall be in form and substance acceptable to Subscriber and its counsel;

13

(b)            The Indenture, in form and substance as attached as Exhibit A hereto, shall have been executed by the applicable parties thereto;

(c)            Each of (i) the Collateral Documents and (ii) the Form Intercreditor Agreement, in the event a Revolving Credit Facility exists on the Closing Date, shall have been executed by the applicable parties thereto;

(d)            The Issuer shall not have entered into any Other Subscription Agreement with a lower purchase price per $1,000 principal amount of the Notes or other terms (economic or otherwise) substantially more favorable to such Other Subscriber or investor than as set forth in this Subscription Agreement;

(e)            After giving pro forma effect to the Transactions, (i) a minimum of $95,000,000.00 of unrestricted cash shall be held by the Issuer and its Subsidiaries (the “Minimum Cash Liquidity”) and (ii) to the extent a Revolving Credit Facility exists on the Closing Date, the Minimum Cash Liquidity, when taken together with the undrawn but available commitments of the Issuer under the Revolving Credit Facility shall be not less than $115,000,000.00;

(f)            All the amounts outstanding under the CIBC Agreement shall have been repaid and the CIBC Agreement shall have been terminated unless it is the Revolving Credit Facility that exists on the Closing Date;

(g)            the Subscriber shall have received an opinion of either Davis Polk & Wardwell LLP or Latham & Watkins LLP, as counsel to the Issuer, dated the Closing Date and addressed to the Subscriber, in form and substance reasonably satisfactory to Subscriber and its counsel, with respect to:

(i)            due authorization, execution, delivery and enforceability of the Indenture, the Subscribed Notes and the Collateral Documents and the Form Intercreditor Agreement (if any) (collectively, the “Opinion Documents”) by each of the Issuer, the Company or any of Subsidiaries of any of the foregoing (each, an “Opinion Party” and collectively, the “Opinion Parties”);

(ii)            the execution and delivery by the each Opinion Party of the Opinion Documents to which such Opinion Party is a party and the performance by each Opinion Party of the Opinion Documents to which it is a party will not breach or result in a breach of such Opinion Party’s organizational documents or a default under any material agreement to which such Opinion Party or any of its subsidiaries is a party;

(iii)            the absence of defaults or violations of New York law, the Delaware General Corporation Law (the ”DGCL”) or federal law or regulation, or any order known to such counsel issued by any court or governmental authority acting pursuant to federal or New York statute or the DGCL, resulting from the execution and delivery of the Opinion Documents by each Opinion Party and the issuance of the Subscribed Notes by the Issuer in accordance with the terms of the Indenture;

(iv)            the absence of required consents, approvals, authorizations, orders, filings, registrations or qualifications of or with any federal, New York State or Delaware governmental agency or body in connection with the execution and delivery by any Opinion Party of the Opinion Documents, the issuance of the Subscribed Notes by the Issuer in accordance with the terms of the Indenture or the performance by any Opinion Party of its payment obligations under the Opinion Documents;

14

(h)            the Issuer shall have paid all fees and expenses due to the Subscriber pursuant to Section 6.14 as well as the Purchase Fee; and

(i)            the Subscriber shall have received a certificate or certificates signed by any two officers of the Issuer, dated the Closing Date, in which each such officer shall state that the conditions set forth in this Section 3.4 are satisfied as of the Closing Date.

4.            Registration Rights.

4.1.            The Issuer agrees that, as soon as reasonably practicable (but in any case no later than forty-five (45) calendar days after the Closing Date (the “Filing Date”)), it will file with the SEC (at its sole cost and expense) a registration statement (the “RegistrationStatement”) registering such resale of the Registrable Securities (as defined below), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Issuer that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement, if applicable, as permitted hereunder; and provided further, that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section ‎4. For purposes of this Section ‎4, “Registrable Securities” shall mean, as of any date of determination, the Note Equity Securities and any other equity security issued or issuable with respect to the Note Equity Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least five (5) business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement, unless requested by the Commission and consented to, in writing, by Subscriber. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the Note Equity Securities proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Note Equity Securities by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Note Equity Securities, which is equal to the maximum number of Note Equity Securities as is permitted by the Commission and (ii) the number of Issuer’s Securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders; and as promptly as practicable after being permitted to register additional Note Equity Securities under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file a new Registration Statement to register such Note Equity Securities not included in the initial Registration Statement and cause such amendment or Registration Statement to become effective as promptly as practicable.

15

4.2.            In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. At its sole cost and expense, the Issuer shall:

4.2.1.            except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) Subscriber ceases to hold any Registrable Securities and (ii) the date all Registrable Securities held by Subscriber may be sold without restriction under Rule 144, including any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable);

4.2.2.            advise Subscriber, as promptly as practicable but in any event within five (5) Business Days:

(a)            of when a Registration Statement or any post-effective amendment thereto has become effective;

(b)            of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(c)            of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(d)            subject to the provisions in this Subscription Agreement, of the Issuer becoming aware of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

17

Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through (d) above constitutes material, non-public information regarding the Issuer.

4.2.3.            use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

4.2.4.            upon the occurrence of any Suspension Event (as defined below), except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to, as soon as reasonably practicable, prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

4.2.5.            use its commercially reasonable efforts to cause all Note Equity Securities to be listed on each securities exchange or market, if any, on which the Issuer’s common stock is then listed; and

4.2.6.            (i) use its commercially reasonable efforts to cause the removal of the restrictive legends from any Note Equity Securities (x) being sold under the Registration Statement at the time of sale of such Registrable Securities or (y) being sold pursuant to Rule 144 at the time of sale of such Securities, and (ii) request its legal counsel to deliver an opinion, if necessary, to the transfer agent to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Holder as reasonably requested by the Issuer, its legal counsel or the transfer agent, establishing that restrictive legends are no longer required. “Holder” shall mean Subscriber or any affiliate of Subscriber to which the rights under this Section 4 shall have been assigned.

18

4.3.            If any of the following events shall occur as a result of the Issuer’s failure to satisfy its obligations under this Section 4 (each, a “Registration Default”), then the Issuer shall pay additional interest on the Subscribed Notes (“AdditionalInterest”) to the Subscriber as follows:

4.3.1.            if the Registration Statement has not been declared effective on or prior to the date that is twelve (12) full calendar months after the Closing Date (“Additional Interest Date”), then commencing on the Additional Interest Date, Additional Interest shall accrue on the aggregate outstanding principal amount of the Subscribed Notes at a rate of 0.25% per annum for the first ninety (90) days from and including the Additional Interest Date and 0.50% per annum thereafter;

4.3.2.            if the Issuer through its omission fails to name the Subscriber as a selling securityholder and such selling securityholder had complied timely with its obligations hereunder in a manner to entitle such selling securityholder to be so named in (i) the Registration Statement at the time it first became effective or (ii) any prospectus at the later of time of filing thereof or the time the Registration Statement of which such prospectus forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Subscribed Notes held by such Subscriber, at a rate of 0.25% per annum for the first ninety (90) days from and including the effective date of such Registration Statement or the time of filing of such prospectus, as the case may be, and 0.50% per annum thereafter, until such selling securityholder is so named; or

4.3.3.            if the Registration Statement has been declared or becomes effective but ceases on or after the Additional Interest Date to be effective or usable for the offer and sale of the Underlying Securities, other than a Suspension Event as described in paragraph (a) or as a result of a requirement to file a post-effective amendment for purposes of Section 10(a)(3) of the Securities Act or to file a post-effective amendment or supplement to a prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time following the Effectiveness Deadline and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Subscribed Notes at a rate of 0.25% per annum for the first ninety (90) days from and including the day following such tenth (10th) Business Day and 0.50% per annum thereafter.

4.3.4.            If a Registration Default occurs, the Additional Interest will accrue on the Subscribed Notes of the Subscriber from, and including, the date set forth in Sections 4.3.1 through 4.3.3, respectively, for such Registration Default, until the earlier of (1) the day on which such Registration Default is cured and (2) the date on which the Registration Statement is no longer required to be kept effective. Any amounts of Additional Interest due pursuant to this Section 4 will be payable in cash on the date for payment of the stated interest on the Subscribed Notes to the Subscriber who is a holder of the Subscribed Notes of record as of the close of business on the relevant record dates for the payment of stated interest.

19

4.3.5.            The Additional Interest rate on any Subscribed Notes (together with any Special Interest (as defined in the Indenture)) shall not accrue on any day at a combined rate in excess of 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum.

4.3.6.            Notwithstanding any provision in this Agreement or in the Indenture to the contrary, in no event shall interest, including Additional Interest, accrue to holders of shares of Note Equity Securities issued upon conversion of some or all Subscribed Notes of the Subscriber, except in the case of Subscribed Notes that are surrendered for conversion after 5:00 p.m., New York City time, on the regular Interest Record Date (as defined in the Indenture) immediately preceding the maturity date of the Subscribed Notes or, if the Company has specified a Fundamental Change Purchase Date (as defined in the Indenture) that is after a regular Interest Record Date and on or prior to the corresponding Interest Payment Date (as defined in the Indenture) and such Subscribed Notes are surrendered for conversion after such regular Interest Record Date and on or prior to such Interest Payment Date.

4.4.            Piggyback Registration for Underwritten Offerings.

4.4.1.            If (but without any obligation to do so) the Issuer proposes to register any of its Class A Common Stock under the Securities Act in connection with an underwritten offering of such securities solely for cash, then the Issuer shall give written notice of such proposed offering to the Subscriber as soon as practicable but not less than ten (10) days before the anticipated filing date of the “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering and the name of the proposed managing underwriter or underwriters in such offering, and (B) offer to the Subscriber the opportunity to include in such underwritten offering such number of Note Equity Securities as the Subscriber may request in writing within five (5) days after receipt of such written notice (such registered offering, a “PiggybackRegistration”). Subject to Section 5(h)(ii), the Issuer shall, in good faith, cause such Note Equity Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Note Equity Securities requested by the Subscriber pursuant to this Section 5(h)(i) to be included therein on the same terms and conditions as any similar securities of the Issuer included in such registered offering and to permit the sale of such Note Equity Securities in accordance with the intended method of distribution thereof. The inclusion of any of the Subscriber’s Note Equity Securities in a Piggyback Registration shall be subject to Subscriber agreeing to enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritten offering.

20

4.4.2.            If the total amount of securities, including Note Equity Securities of the Subscriber, requested to be included in such offering exceeds the amount of securities sold other than by the Issuer that the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Issuer shall be required to include in the offering only that number of such securities, Note Equity Securities, which the underwriters determine in their reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as shall mutually be agreed to by such selling security holders).

4.4.3.            Subscriber shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Issuer (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement or otherwise abandon such offering. Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be responsible for all registration and filing fees, national securities exchange fees, blue sky fees and expenses, printing expenses and fees and disbursement of the Issuer’s counsel and accountants incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 4.4.3.

4.4.4.            Subscriber shall have the right to irrevocably waive its rights under this Section 4.4 (without prejudicing or altering its other rights under this Section 4) by providing written notice to the Issuer in accordance with this Subscription Agreement, in which case the Issuer will not provide any notice contemplated by this Section 4.4.

4.5.            Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of a Registration Statement and, from time to time, to require Subscriber not to sell under a Registration Statement or to suspend the effectiveness thereof (i) as may be necessary in connection with the preparation and filing of a post-effective amendment to such Registration Statement following the filing of the Issuer’s Annual Report on Form 10-K or (ii) if the filing, effectiveness or continued use of any such Registration Statement would require the Issuer to make any public disclosure of material non-public information, which disclosure, in the good faith determination of the board of directors of the Issuer, after consultation with legal counsel to the Issuer, (a) would be required to be made in order for the applicable Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Issuer has a bona fide business purpose for not making such information public (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or for more than forty-five (45) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event (which notice shall not contain material nonpublic information, unless consented to in writing by Subscriber) during the period that the Registration Statement is effective, or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers and sales of the Note Equity Securities under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or, unless otherwise notified by the Issuer, that it may resume such offers and sales, and (2) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer except (A) for disclosure to Subscriber’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Note Equity Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Note Equity Securities shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

21

4.6.            Subscriber may deliver written notice (including via email in accordance with Section 6.3) (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from the Issuer otherwise required by Section 4.5; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 4.6) and the related suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.

4.7.            The parties hereto agree that:

4.7.1.            The Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless, to the extent permitted by law, Subscriber (to the extent Subscriber is named as a seller under the Registration Statement), its officers, directors, agents, partners, members, managers, shareholders, affiliates, employees and investment advisers and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and its officers, directors, partners, members, managers, shareholders, agents, affiliates, employees and investment advisers, from and against any and all losses, claims, damages, liabilities, costs and expenses (including any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”), as incurred, that arise out of or are based upon any (i) untrue or alleged untrue statement of material fact contained in any Registration Statement (or incorporated by reference therein), prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation, except insofar as the same are caused by or contained in any information regarding Subscriber furnished in writing to the Issuer by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information; provided, however, that the indemnification contained in this Section ‎4.7 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of Subscriber to deliver or cause to be delivered a prospectus made available to Subscriber by the Issuer in a timely manner, (B) as a result of offers or sales effected by or on behalf of Subscriber by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized by the Issuer, or (C) in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 4.7 hereof. The Issuer shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section ‎4 of which the Issuer is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party.

22

4.7.2.            Subscriber agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements or any other selling stockholder named in the Registration Statement, to indemnify and hold harmless, to the extent permitted by law, the Issuer, its directors, officers, employees and agents and each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all Losses, as incurred, that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing to the Issuer by such Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section ‎4.7 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, in no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Notes purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation. Subscriber shall notify the Issuer promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section ‎4 of which Subscriber is aware.

4.7.3.            Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgement a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with legal counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one legal counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include (x) a statement or admission of fault and culpability on the part of such indemnified party, and (y) which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.7.4.            The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of the Subscribed Notes purchased pursuant to this Subscription Agreement.

23

4.7.5.            If the indemnification provided under this Section 4.7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 4, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section ‎4.7 from any person who was not found guilty of such fraudulent misrepresentation. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Note Equity Securities received pursuant to this Subscription Agreement giving rise to such contribution obligation.

5.            Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereto hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms without the Transactions being consummated, (ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement and (iii) at the election of Subscriber after July 9, 2022 if the Closing shall not have occurred; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination of the Business Combination Agreement promptly after the termination of such agreement. If this Subscription Agreement terminates following the delivery by Subscriber of the Purchase Price, the Issuer shall promptly (but not later than one (1) business day thereafter) return or direct its escrow agent to return the Purchase Price to Subscriber, whether or not the consummation of the Transactions shall have occurred.

6.            Miscellaneous.

6.1.            Further Assurances. 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.

24

6.1.1.            Subscriber acknowledges that the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber contained in this Subscription Agreement. The Issuer acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Issuer contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer accurate in all material respects (except with respect to representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects). Prior to the Closing, Issuer agrees to promptly notify the Subscriber if it becomes aware of any of the acknowledgments, understandings, representations and warranties made by Issuer set forth herein are no longer accurate in all material respects (except with respect to representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects).

6.1.2.            Each of the Issuer and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

6.1.3.            The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Notes, and Subscriber shall provide such information as may be reasonably requested, to the extent within Subscriber’s possession and control or otherwise readily available to Subscriber and to the extent consistent with Subscriber’s internal policies and procedures, provided that the Issuer agrees to keep confidential any such information provided by Subscriber except (i) as necessary to include in any registration statement required to be filed hereunder, (ii) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (iii) to the extent such disclosure is required by law, at the request of the staff of the Commission or regulatory agency or under the regulations of any national securities exchange on which the Issuer’s securities, as the case may be, are listed for trading. Subscriber acknowledges and agrees that if it does not provide the Issuer with such requested information, Subscriber’s Note Equity Securities upon conversion from the Subscribed Notes may not be registered for resale pursuant to Section 4 hereof. Subscriber acknowledges that the Issuer may file a copy of this Subscription Agreement (or a form of this Subscription Agreement) with the Commission as an exhibit to a periodic report or a registration statement of the Issuer.

6.1.4.            Other than as set forth in Section 6.14 each of Subscriber and the Issuer shall pay all of its own respective expenses in connection with this Subscription Agreement and the transactions contemplated herein (it being agreed that all expenses related to the Registration Statement are for the account of the Issuer to the extent provided in Section 4). The Issuer shall be responsible for the fees of the Trustee, Transfer Agent, the escrow agent, stamp taxes and all of DTC’s fees associated with the issuance of the Subscribed Notes or Note Equity Securities (other than any tax or duty that is due because the holder of the Subscribed Notes requested such Note Equity Securities to be registered in a name other than such holder’s name).

25

6.1.5.            The Issuer shall apply the net proceeds received pursuant to this Subscription Agreement and the Other Subscription Agreements in compliance with all applicable laws including, but not limited to, Anti-Money Laundering Laws. The Issuer will not directly or indirectly use the proceeds received pursuant to this Subscription Agreement or the Other Subscription Agreements, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that would reasonably be expected to result in a violation by any Person of Sanctions.

6.2.            [Reserved].

6.3.            Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to Subscriber, to such address or addresses set forth on the signature page hereto;

(ii) if to the Issuer, to:

Crown PropTech Acquisitions.

667 Madison Avenue, 12th Floor

New York, NY 10065

Attention:      Richard Chera

Email:            rchera@cacq.com

with a required copy (which copy shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention:      William L. Taylor, Pedro J. Bermeo

Email:            william.taylor@davispolk.com

pedro.bermeo@davispolk.com

26

6.4.            Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties hereto, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

6.5.            Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought (and in the case where the Issuer’s consent is required, also signed by Brivo).

6.6.            Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereto hereunder (including Subscriber’s rights to purchase the Subscribed Notes) may be transferred or assigned without the prior written consent of the Issuer (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by (x) the same investment manager that manages the Subscriber or (y) an investment manager that is an affiliate of the investment manager that manages the Subscriber (a “Subscriber Affiliate”), in each case without the prior consent of the Issuer, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment; and providedfurther that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager as Subscriber.

6.7.            Benefit. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns, except that Brivo and the Placement Agent (as third-party beneficiaries with respect to Section 2, Section 6 and Section 9 hereof) may and will rely on the acknowledgements, understandings, agreements, representations and warranties made by the Issuer and Subscriber in this Subscription Agreement.

6.8.            Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

27

6.9.            Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the New York state courts in the Borough of Manhattan in the City of New York; provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the Southern District of New York (together with the New York state courts in the Borough of Manhattan in the City of New York, the “Chosen Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereto hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎6.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section ‎6.9, a party may commence any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

6.10.            Severability. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

6.11.            No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

28

6.12.            Remedies.

6.12.1.            The parties agree that irreparable damage would occur if this Subscription Agreement is not performed or the Closing is not consummated in accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section ‎6.9, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section ‎6.12 is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

6.12.2.            The parties acknowledge and agree that this Section ‎6.12 is an integral part of the transactions contemplated hereby and without the rights granted in this Section 6.12, the parties hereto would not have entered into this Subscription Agreement.

6.13.            Survival of Representations and Warranties and Covenants. All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transactions, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.

6.14.            Expenses. The Issuer shall reimburse the Subscriber, promptly upon request, which shall not be made until the earliest of: (i) one business day after the Closing or (ii) upon the termination of the Business Combination Agreement, for the reasonable, documented out-of-pocket costs and expenses of the Subscriber, not exceeding $400,000 in the aggregate (without the prior written consent of the Issuer, which consent shall not be unreasonably withheld), whether or not the contemplated transactions herein have been closed. If the Subscribed Notes are in the future secured by liens, the Issuer shall reimburse the Subscriber, promptly upon request, for the reasonable documented out-of-pocket costs and expenses relating to the negotiation and documentation of any related intercreditor agreements with such future lenders and the perfection of such security interest.

29

6.15.            Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

6.16.            Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

6.17.            Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty or covenant. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices, or otherwise, shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof, as applicable.

6.18.            Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto by virtue of the authorship of any of the provisions of this Subscription Agreement.

6.19.            USRPHC Status. The Issuer is not now and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the five-year period ending on the Closing Date.

7.            Cleansing Statement; Disclosure.

7.1.            The Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “DisclosureDocument”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material non-public information that the Issuer or any of its officers, directors, employees or agents has provided to Subscriber prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, the Issuer represents to Subscriber that Subscriber shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors, employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Issuer or Brivo, the Placement Agent or any of their respective subsidiaries and/or affiliates, relating to the transactions contemplated by this Subscription Agreement.

30

7.2.            The Issuer shall not (and shall cause its officers, directors, employees and agents not to) publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber, or include the name of Subscriber or any affiliate or investment adviser of Subscriber without the prior written consent (including by e-mail) of Subscriber (i) in any press release or marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading market, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of the NYSE, in which case the Issuer shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure.

8.            Trust Account Waiver. In addition to the waiver of the Issuer pursuant to Section 8.19 of the Business Combination Agreement, and notwithstanding anything to the contrary set forth herein, each of the Issuer and Subscriber acknowledges that the Issuer has established a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest accrued from time to time thereon, the “Trust Account”). Subscriber agrees that (i) it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8 (x) shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Issuer for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against Issuer’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer, including, but not limited to, any redemption right with respect to any such securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall pursue such Claim solely against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer to induce the Issuer to enter into this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable under applicable law.

31

9.            Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations, warranties, covenants and agreements of the Issuer expressly set forth in this Subscription Agreement, the Indenture or in the SEC Documents, in making its investment or decision to invest in the Issuer. Subscriber agrees that no Other Subscriber pursuant to this Subscription Agreement, any Other Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s capital stock or notes of the Issuer (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) shall be liable to any Other Subscriber pursuant to this Subscription Agreement, any Other Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Notes hereunder.

10.            Rule 144.

10.1.1.            From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration may be available to holders of the Issuer’s common stock and until the earlier of (x) the date on which Subscriber no longer owns any Note Equity Securities and (y) the time Subscriber can sell the Note Equity Securities under Rule 144 without any condition or limitation, the Issuer agrees to use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other materials required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, other than Form 8-K reports, and, upon request, will confirm to the Subscriber, if true, that it has complied with the reporting requirements under Section 13 or 15(d) of the Exchange Act, as applicable, other than Form 8-K reports, during the preceding 12 months.

10.1.2.            If the Note Equity Securities are eligible to be sold by the Subscriber without restriction under Rule 144 under the Securities Act, then at Subscriber’s request in connection with a sale of such Note Equity Securities by the Subscriber, the Issuer shall use reasonable best efforts to cause its transfer agent (or DTC, if applicable) to remove any applicable restricted legend upon receipt from the Subscriber of customary representations, warranties and certificates reasonably satisfactory to the Issuer.

[Signature Pages Follow]

32

IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

CROWN PROPTECH ACQUISITIONS
By:
Name:
Title:

[Signature Page to Subscription Agreement]

Accepted and agreed this 9^th^ day of November, 2021.

SUBSCRIBER:

Signature of Subscriber:	Signature of Joint Subscriber, if applicable:
By:	By:
Name:	Name:
Title:	Title:
Name of Subscriber:	Name of Joint Subscriber, if applicable:
---	---
(Please print. Please indicate name and	(Please print. Please indicate name and
Capacity of person signing above)	Capacity of person signing above)
Name in which securities are to be registered	Name in which securities are to be registered
---	---
(if different from the name of Subscriber listed directly above):	(if different from the name of Joint Subscriber listed directly above):

Email Address:

If there are joint investors, please check one:

¨ Joint Tenants with Rights of Survivorship

¨ Tenants-in-Common

¨ Community Property

Subscriber’s EIN:	Joint Subscriber’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
---	---

[Signature Page to Subscription Agreement]

City, State, Zip:	City, State, Zip:
Attn:	Attn:
Telephone No.:	Telephone No.:
---	---
Facsimile No.:	Facsimile No.:

Aggregate Number of Subscribed Notes subscribed for:

[$73,000,000]

Aggregate Purchase Price: $  [73,000,000]

Purchase Fee: $  [2,190,000]

You must pay the Purchase Price by wire transfer of U.S. dollars in immediately available funds, to be held in escrow until the Closing Date, to the account specified by the Issuer in the Closing Notice.

Issuer shall pay, on the Closing Date, the Purchase Fee by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber to the Issuer in writing prior to the Closing Date.

[Signature Page to Subscription Agreement]

Exhibit 10.3

CROWN PROPTECH ACQUISITIONS

as Issuer

and

U.S. BANK NATIONAL ASSOCIATIONas Trustee

INDENTURE

Dated as of [·], 202[2]^1^

Floating Rate Convertible Senior Notes due 20[●]^2^

^1^ NTD: To be signed at SPAC closing. Maturity Date To be the 1st or 15^th^ of the month immediately prior to the 5 year anniversary of the Closing Date.

^2^ NTD: To be signed at SPAC closing. Maturity Date To be the 1st or 15^th^ of the month immediately prior to the 5 year anniversary of the Closing Date.

CONTENTS

Page

Article 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
Section 1.01	DEFINITIONS	1
Section 1.02	OTHER DEFINITIONS	18
Section 1.03	RULES OF CONSTRUCTION	19
Article 2.	THE NOTES	20
Section 2.01	FORM, DATING AND DENOMINATIONS	20
Section 2.02	EXECUTION, AUTHENTICATION AND DELIVERY	21
Section 2.03	INITIAL NOTES; ADDITIONAL NOTES AND PIK NOTES	22
Section 2.04	METHOD OF PAYMENT	22
Section 2.05	ACCRUAL OF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY	23
Section 2.06	REGISTRAR, PAYING AGENT AND CONVERSION AGENT	25
Section 2.07	PAYING AGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST	25
Section 2.08	HOLDER LISTS	26
Section 2.09	LEGENDS	26
Section 2.10	TRANSFERS AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS	27
Section 2.11	EXCHANGE AND CANCELLATION OF NOTES TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE	32
Section 2.12	[Reserved]	32
Section 2.13	REPLACEMENT NOTES	33
Section 2.14	REGISTERED HOLDERS	33
Section 2.15	CANCELLATION	33
Section 2.16	NOTES HELD BY THE COMPANY OR ITS AFFILIATES	33
Section 2.17	TEMPORARY NOTES	34
Section 2.18	OUTSTANDING NOTES	34
Section 2.19	REPURCHASES BY THE COMPANY	35
Section 2.20	CUSIP AND ISIN NUMBERS	35
Section 2.21	[RESERVED]	35
Section 2.22	TAX TREATMENT OF THE NOTES	35
Article 3.	COVENANTS	35
Section 3.01	PAYMENT ON NOTES	35
Section 3.02	EXCHANGE ACT REPORTS	36
Section 3.03	RULE 144A INFORMATION	36
Section 3.04	SPRINGING LIEN	37
Section 3.05	COMPLIANCE AND DEFAULT CERTIFICATES	37
Section 3.06	STAY, EXTENSION AND USURY LAWS	38
---	---	---
Section 3.07	ACQUISITION OF NOTES BY THE COMPANY AND ITS AFFILIATES	38
Section 3.08	INCURRENCE OF INDEBTEDNESS	39
Article 4.	REPURCHASE AND REDEMPTION	40
Section 4.01	NO SINKING FUND	40
Section 4.02	RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE	40
Section 4.03	RIGHT OF THE COMPANY TO REDEEM THE NOTES	45
Article 5.	CONVERSION	48
Section 5.01	RIGHT TO CONVERT	48
Section 5.02	CONVERSION PROCEDURES	49
Section 5.03	SETTLEMENT UPON CONVERSION	51
Section 5.04	RESERVE AND STATUS OF COMMON SHARES ISSUED UPON CONVERSION	53
Section 5.05	ADJUSTMENTS TO THE CONVERSION RATE	54
Section 5.06	VOLUNTARY ADJUSTMENTS	64
Section 5.07	ADJUSTMENTS TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE FUNDAMENTAL CHANGE	64
Section 5.08	EXCHANGE IN LIEU OF CONVERSION	66
Section 5.09	EFFECT OF COMMON SHARE CHANGE EVENT	66
Article 6.	SUCCESSORS	68
Section 6.01	WHEN THE COMPANY MAY MERGE, ETC	68
Section 6.02	SUCCESSOR CORPORATION SUBSTITUTED	69
Article 7.	DEFAULTS AND REMEDIES	69
Section 7.01	EVENTS OF DEFAULT	69
Section 7.02	ACCELERATION	71
Section 7.03	SOLE REMEDY FOR A FAILURE TO REPORT	72
Section 7.04	OTHER REMEDIES	73
Section 7.05	WAIVER OF PAST DEFAULTS	73
Section 7.06	CONTROL BY MAJORITY	73
Section 7.07	LIMITATION ON SUITS	74
Section 7.08	ABSOLUTE RIGHT OF HOLDERS TO INSTITUTE SUIT FOR THE ENFORCEMENT OF THE RIGHT TO RECEIVE PAYMENT AND CONVERSION CONSIDERATION	74
Section 7.09	COLLECTION SUIT BY TRUSTEE	74
Section 7.10	TRUSTEE MAY FILE PROOFS OF CLAIM	75
Section 7.11	PRIORITIES	75
Section 7.12	UNDERTAKING FOR COSTS	76
Article 8.	AMENDMENTS, SUPPLEMENTS AND WAIVERS	76
---	---	---
Section 8.01	WITHOUT THE CONSENT OF HOLDERS	76
Section 8.02	WITH THE CONSENT OF HOLDERS	77
Section 8.03	NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS	78
Section 8.04	REVOCATION, EFFECT AND SOLICITATION OF CONSENTS; SPECIAL RECORD DATES; ETC	78
Section 8.05	NOTATIONS AND EXCHANGES	79
Section 8.06	TRUSTEE TO EXECUTE SUPPLEMENTAL INDENTURES	79
Article 9.	GUARANTEES	79
Section 9.01	GUARANTEES	79
Section 9.02	LIMITATION ON GUARANTOR LIABILITY	81
Section 9.03	EXECUTION AN DELIVERY OF GUARANTEE	81
Section 9.04	WHEN GUARANTORS MAY MERGE, ETC.	81
Section 9.05	FUTURE GUARANTORS	82
Section 9.06	APPLICABLE OF CERTAIN PROVISIONS OF THE GUARANTORS	82
Section 9.07	RELEASE OF GUARANTEES	83
Article 10.	SATISFACTION AND DISCHARGE	83
Section 10.01	TERMINATION OF COMPANY’S OBLIGATIONS	83
Section 10.02	REPAYMENT TO COMPANY	84
Section 10.03	REINSTATEMENT	84
Article 11.	TRUSTEE	84
Section 11.01	DUTIES OF THE TRUSTEE	84
Section 11.02	RIGHTS OF THE TRUSTEE	86
Section 11.03	INDIVIDUAL RIGHTS OF THE TRUSTEE	87
Section 11.04	TRUSTEE’S DISCLAIMER	88
Section 11.05	NOTICE OF DEFAULTS	88
Section 11.06	COMPENSATION AND INDEMNITY	88
Section 11.07	REPLACEMENT OF THE TRUSTEE	89
Section 11.08	SUCCESSOR TRUSTEE BY MERGER, ETC	90
Section 11.09	ELIGIBILITY; DISQUALIFICATION	90
Article 12.	MISCELLANEOUS	91
Section 12.01	NOTICES	91
Section 12.02	DELIVERY OF OFFICER’S CERTIFICATE AND OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT	93
Section 12.03	STATEMENTS REQUIRED IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL	93
Section 12.04	RULES BY THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT	93
---	---	---
Section 12.05	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS	94
Section 12.06	GOVERNING LAW; WAIVER OF JURY TRIAL	94
Section 12.07	SUBMISSION TO JURISDICTION	94
Section 12.08	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	94
Section 12.09	SUCCESSORS	95
Section 12.10	FORCE MAJEURE	95
Section 12.11	U.S.A. PATRIOT ACT	95
Section 12.12	CALCULATIONS	95
Section 12.13	SEVERABILITY	95
Section 12.14	COUNTERPARTS	96
Section 12.15	TABLE OF CONTENTS, HEADINGS, ETC	96
Section 12.16	WITHHOLDING TAXES	96

Exhibits

Exhibit A: Form of Note	A-1
Exhibit B-1: Form of Restricted Note Legend	B-1
Exhibit B-2: Form of Global Note Legend	B-2
Exhibit B-3: Form of Non-Affiliate Legend	B-3
Exhibit C: Form of Supplemental Indenture	C-1
Exhibit D: Form of Compliance Certificate	D-1

INDENTURE, dated as of [ ● ], 2021, between Crown PropTech Acquisitions, a [Delaware corporation], as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee” as further defined below).

Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s Floating Rate Convertible Senior Notes due 20[●]^3^ (the “Notes”).

**Article 1.**DEFINITIONS;RULES OF CONSTRUCTION

Section 1.01****DEFINITIONS.

“Affiliate” has the meaning set forth in Rule 144 as in effect on the Issue Date.

“Alternate BaseRate” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus 0.50%, (b) the Prime Rate and (c) 0.00% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Applicable Premium” means, with respect to a Note on any Redemption Date, the greater of:

(i) 1.0% of the principal amount of such Note, and

(ii) the excess, if any, of (a) the present value as of such Redemption Date of (i) the Redemption Price of such Note on [●], 20[●]^4^plus (ii) all required interest payments due on such Note through [●], 20[●]^5^ (excluding accrued but unpaid interest to, but excluding, the Redemption Date), computed (x) using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points, (y) using the Benchmark as of such Redemption Date, and (z) assuming that the Company elects to pay PIK Interest with respect to each remaining Interest Payment Date, over (b) the then outstanding principal amount of such Note.

“Authorized Denomination” means, with respect to a Note, subject to the issuance of PIK Notes or the increase in the principal amount of a Note in order to evidence PIK Interest, a principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof, and after the issuance of PIK Notes or an increase in the principal amount of a Note, a principal amount of $1.00 and integral multiples of $1.00 in excess thereof.

“Available Tenor” means, as of any date of determination and with respect to the then current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date.

^3^ NTD: To be year five years post-Issue date.

^4^ NTD: To be one year post issue date.

^5^ NTD: To be one year post issue date.

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Benchmark” means, initially, sum of (a) Term SOFR plus (b) 0.15% (15 basis points); provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement. Notwithstanding the foregoing, in no event may the Benchmark be less than 1.00%.

“Benchmark DeterminationDate” means, with respect to any Interest Period, (i) if the Benchmark is Term SOFR, the Term SOFR Determination Date and (ii) if the Benchmark is Daily Simple SOFR, the Daily Simple SOFR Determination Date.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Designated Transaction Representative for the applicable Benchmark Replacement Date:

(1) the sum of (a) Daily Simple SOFR and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the alternate benchmark rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the applicable Benchmark Replacement Adjustment; and

(3) the sum of (a) the alternate rate of interest that has been agreed by the Designated Transaction Representative and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (x) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark at such time in the United States and (y) any recommendations by the Relevant Governmental Body, and (ii) the related Benchmark Replacement Adjustment;

provided that if none of the foregoing Benchmark Replacements can be determined by the Designated Transaction Representative (or a Designated Transaction Representative has not been appointed) prior to the Benchmark Determination Date, such Benchmark shall be replaced with the Alternate Base Rate.

“Benchmark ReplacementAdjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the first alternative set forth below that the Designated Transaction Representative in its reasonable discretion: (a) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Designated Transaction Representative as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; and (b) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been agreed by the Designated Transaction Representative and the Company giving due consideration to (x) any evolving or then-prevailing spread adjustment, or method for calculating or determining such spread adjustment, for the replacement for the then-current Benchmark with the applicable Unadjusted Benchmark Replacement at such time in the United States and (y) any applicable recommendations made by the Relevant Governmental Body.

2

“Benchmark ReplacementConforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including, but not limited to, changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of U.S. Government Securities Business Day”, the definition of “Interest Period”, the timing and frequency of determining rates and making payments of interest and other administrative matters) that the Designated Transaction Representative in its reasonable discretion decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice; provided that the Designated Transaction Representative shall use commercially reasonable efforts to take into account the Company’s input in order to satisfy any applicable requirements under proposed or final U.S. Treasury Regulations or other Internal Revenue Service guidance such that the use of Benchmark Replacement shall not result in a deemed exchange under Section 1001 of the Code.

“Benchmark ReplacementDate” means:

(i) for purposes of clause (i) or (ii) of the definition of “Benchmark Transition Event,” the later of (x) the date of the public statement or publication of information referenced therein and (y) the date on which the administrator of the relevant Benchmark permanently or indefinitely ceases to provide all Available Tenors of such Benchmark; or

(ii) for purposes of clause (iii) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced therein.

“Benchmark TransitionEvent means with respect to any then-current Benchmark other than LIBOR, the occurrence of one or more of the following events with respect to the then-current Benchmark:

(i) a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark announcing that the administrator has ceased or will cease to provide all Available Tenors of such Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide all Available Tenors of such Benchmark;

3

(ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide all Available Tenors of such Benchmark; or

(iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that all Available Tenors of such Benchmark are no longer, or as of a specified future date will no longer be, representative.

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP.

“Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“CIBC” means CIBC Bank USA.

“CIBC Facility” means that certain credit agreement entered into among the Company and CIBC dated May 7, 2020.^6^

“Close of Business” means 5:00 p.m., New York City time.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral Documents” mean any agreements and related documents necessary to effectuate and perfect the first-priority lien on substantially all assets of the Company and its Subsidiaries as set forth in Section 3.04.

“Common Shares” means the shares of Class A common stock, $0.0001 par value per share, of the Company, subject to Section 5.09.

“Company” means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.

^6^ NTD: References to CIBC facility to be deleted if terminated prior to issuance.

4

“Company Order” means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.

“ConsolidatedSubscription Revenue” means, for any fiscal quarter, the “subscription revenue” for such fiscal quarter as reflected in the Company’s Consolidated Statements of Operations calculated in accordance with GAAP.

“Contingent Guarantors” means each Subsidiary of the Company listed on the signature pages hereto (as such list may be otherwise supplemented pursuant to any supplemental indenture executed by any Subsidiary of the Company that guarantees the Company’s obligations pursuant to the Revolving Credit Facility following the Issue Date but prior to the occurrence of a Collateral Triggering Event).

“Continuing Directors” means as of any date of determination, any member of the Board of Directors of the Company who: (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.^7^

“Conversion Date” means, with respect to a Note, the first (1st) Business Day on which the requirements set forth in **Section 5.02(A)**to convert such Note are satisfied, subject to Section 5.03(C).

“Conversion Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.

“Conversion Rate” initially means 86.9565 Common Shares per $1,000 principal amount of Notes; provided, however, that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate as of the Close of Business on such date.

“Conversion Share” means any Common Shares issued or issuable upon conversion of any Note.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor, provided that if the Benchmark is Term SOFR, such Benchmark should be for a Corresponding Tenor of three month’s duration.

“Daily Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

“Daily ConversionValue” means, with respect to any VWAP Trading Day, one-[twentieth] (1/[20]th) of the product of (A) the Conversion Rate on such VWAP Trading Day; and (B) the Daily VWAP per Common Share on such VWAP Trading Day.

^7^ NTD: To conform to merger structure, in the event that Crown BoD at issuance will not match the BoD post-deSPAC.

5

“DailyMaximum Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) [twenty] ([20]).

“Daily Share Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

“Daily Simple SOFR” means, for any day (a “Daily SOFR Rate Day”), a rate per annum equal to SOFR for the day (a “Daily SimpleSOFR Determination Date”) at approximately 5:00 a.m., Chicago time, that is five U.S. Government Securities Business Days prior to (i) if such Daily SOFR Rate Day is a U.S. Government Securities Business Day, such Daily SOFR Rate Day or (ii) if such Daily SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Daily SOFR Rate Day; provided that if Daily Simple SOFR as so determined would be less than 0.0%, such rate shall be deemed to be 0.0% for the purposes of this Agreement. If by 5:00 p.m. on the second U.S. Government Securities Business Date immediately following any SOFR Determination Date, SOFR in respect of the applicable SOFR Determination Date has not been published and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three consecutive Daily SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.

“DailyVWAP” means, for any VWAP Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “[ ● ] US <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one Common Share on such VWAP Trading Day determined, using a volume weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

6

“Default SettlementMethod” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided, however, that the Company may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.

“Depositary” means The Depository Trust Company or its successor.

“Depositary Participant” means any member of, or participant in, the Depositary.

“Depositary Procedures” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

“Designated TransactionRepresentative” means the Investor, or if the Investor does not hold a majority of the aggregate principal amount of the Notes then outstanding, the Person appointed by Holders of a majority in aggregate principal amount of the Notes then outstanding.

“Drako Affiliates” means (i) Mr. Dean Drako and (ii) other Persons that are controlled by Mr. Dean Drako.

“Ex-Dividend Date” means, with respect to an issuance, dividend or distribution on the Common Shares, the first date on which Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Shares under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exempted FundamentalChange” means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

“Federal Funds EffectiveRate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions from three Federal funds brokers of recognized standing selected by the Investor.

“Fundamental Change” means any of the following events:

(A)            any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than Drako Affiliates becomes the beneficial owner (as defined in Rules 13(d)(3) and 13(d)(5) under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities (or their successors by merger, consolidation or purchase of all or substantially all of their assets);

7

(B)            the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to the Company or one or more of the Company’s Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Shares are exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);

(C)            the Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company;

(D)            the Common Shares cease to be listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors);

(E)            a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(F)            less than a majority of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities (or their successors by merger, consolidation or purchase of all or substantially all of their assets) at any time is held by Drako Affiliates.

If any transaction in which the Common Shares are replaced by securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Conversion Period (or, in the case of a transaction that would have been a Fundamental Change or Make-Whole Fundamental Change but for the immediately preceding paragraph, following the effective date of such transaction), references to the Company for purposes of this definition shall instead be references to such other entity.

For the purposes of this definition, (x) any transaction or event described in both **clause (A)**and in clause **(B)(ii)**above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to **clause (B)**above (subject to such proviso); (y) whether a Person is a “beneficial owner,” whether shares are “beneficiallyowned,” and percentage beneficial ownership, will be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act (as in Fundamental Change); and (z) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act.

8

“Fundamental ChangeRepurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental Change.

“Fundamental ChangeRepurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in **Section 4.02(F)(i)**and Section 4.02(F)(ii).

“Fundamental ChangeRepurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 4.02(D).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“Global Note” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“Global Note Legend” means a legend substantially in the form set forth in Exhibit B-2.

“Guarantee” means the guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes pursuant to Article 9.

“Guarantor” means (i) each Person that becomes a Guarantor by executing an amended or supplemental indenture pursuant to **Section 8.01(B)**and Section 9.03 and, subject to Section 9.04, its successors and assigns of the foregoing and (ii) upon the occurrence of a Collateral Triggering Event, each Contingent Guarantor.

“Holder” means a person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to the Company and its Subsidiaries, without duplication: (A) any liability, contingent or otherwise, of such person (1) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof), (2) evidenced by a bond, a note, debenture or similar instrument or the face amount of any letters of credit (but solely to the extent drawn) (including a purchase money obligation or other obligation relating to the deferred purchase price of property); (B) any liability of others of the kind described in the preceding clause (A) or subsequent clause (C) that the Company or its Subsidiaries has guaranteed or that is otherwise its legal liability; (C) all Capital Lease Obligations of the Company and its Subsidiaries; and (D) any obligation of other Persons secured by a lien to which the property or assets of the Company are subject, whether or not the obligations secured thereby shall have been assumed by or shall otherwise be a legal liability of the Company or its Subsidiaries.

“Indenture” means this Indenture, as amended or supplemented from time to time. “Interest Payment Date” means, with respect to a Note, each [ ● ], [ ● ] , [ ● ] and [ ● ] of each year, commencing on [ ● ] (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.

9

“Interest Period” shall mean the period commencing on and including an Interest Payment Date and ending on and including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include the day immediately preceding the first scheduled Interest Payment Date (the Interest Payment Date for any Interest Period shall be the Interest Payment Date occurring on the day immediately following the last day of such Interest Period).

“Investor” means [Golub Capital LLC].

“IssueDate” means [ ● ], 202[●].

“LastReported Sale Price” of the Common Shares for any Trading Day means the closing sale price per Common Share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per Common Share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per Common Share) on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Shares are then listed. If the Common Shares are not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per Common Share on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Shares are not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per Common Share on such Trading Day from a nationally recognized independent investment banking firm selected by the Company. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.

“LIBOR” means the London interbank offered rate for U.S. dollars.

“Make-WholeFundamental Change” means a Fundamental Change (not giving effect to the proviso to **clause (B)(ii)**of the definition thereof; provided, however, that a transaction or event described in clause (A) or (B) of the definition of Fundamental Change will not constitute a Make-Whole Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Shares (excluding cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists of shares of common stock listed (or depositary receipts representing shares of common stock, which depositary receipts are listed) on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes a Common Share Change Event whose Reference Property consists of such consideration).

“Make-Whole FundamentalChange Conversion Period” means the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date).

10

“Make-Whole FundamentalChange Effective Date” means the date on which such Make-Whole Fundamental Change occurs or becomes effective.

“MarketDisruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Shares are listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Shares or in any options contracts or futures contracts relating to the Common Shares.

“MaturityDate” means [ ● ], 20[●]^8^.

“MergerAgreement” means that certain Agreement and Plan of Merger, dated as of [ ● ], 2021, by and among the Company, [ ● ].

“Mergers” means [ ● ]^9^.

“Non-Affiliate Legend” means a legend substantially in the form set forth in Exhibit B-3.

“Note Agent” means any Registrar, Paying Agent or Conversion Agent.

“Notes” means the Floating Rate Convertible Senior Notes due 20[●]^10^ issued by the Company pursuant to this Indenture.

“Observation Period” means, with respect to any Note to be converted, the [twenty] ([20]) consecutive VWAP Trading Days beginning on, and including, the [twenty-first] ([21^st^]) Scheduled Trading Day immediately before the Conversion Date.

[“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of the Company.

“Officer’sCertificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements of Section 12.03.]^11^

^8^ NTD: To be the 1^st^ or 15^th^ of the month immediately prior to the 5 year anniversary of the Closing Date.

^9^ NTD: DPW to complete.

^10^ NTD: To be year five years post-issue Date.

^11^ NTD: DPW to confirm/revise as appropriate.  NTD:LW Team, any feedback here?

11

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries), who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.03, subject to customary assumptions; qualifications and exclusions.

“Overnight Bank FundingRate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.- managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Partial PIK Interest” means a portion of the interest on the Notes due on an Interest Payment Date, which is paid, at the Company’s election, by increasing the amount of outstanding Notes or by issuing additional PIK Notes, to the extent that only a portion of the interest due on an Interest Payment Date is so paid.

“Permitted Liens” means the first priority liens, equal in priority to the liens granted in favor of the Notes, with respect to a Revolving Credit Facility not to exceed $20.0 million.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“Physical Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.

“PIK Interest” means payment of interest on the Notes through an increase in the principal amount of the outstanding Notes or through the issuance of PIK Notes, to the extent all interest due on an Interest Payment Date is so paid.

“**Prime Rate”**means the “U.S. Prime Rate” as quoted by the print edition of The Wall Street Journal.

“RecordDate” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Shares (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Shares (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Shares (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Company, by statute, by contract or otherwise).

“Redemption” means the repurchase of any Note by the Company pursuant to Section 4.03.

“Redemption Date” means the date fixed, pursuant to Section 4.03(D), for the settlement of the repurchase of any Notes by the Company pursuant to a Redemption.

12

“Redemption NoticeDate” means, with respect to a Redemption, the date on which the Company sends the Redemption Notice for such Redemption pursuant to Section 4.03(F).

“Redemption Price” means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(E).

“RegularRecord Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on [ ● ], the immediately preceding [ ● ]; (B) if such Interest Payment Date occurs on [ ● ], the immediately preceding [ ● ]; (C) if such Interest Payment Date occurs on [ ● ], the immediately preceding [ ● ]; and (D) if such Interest Payment Date occurs on [ ● ], the immediately preceding [ ● ].

“Relevant GovernmentalBody” means the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York and/or (as administrator of the forward-looking term Secured Overnight Financing Rate) the CME Group Benchmark Administration Limited, as applicable, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or in each case any successor thereto.

“RelevantStock Exchange” means New York Stock Exchange, or, if the Common Shares are not then listed on New York Stock Exchange, the principal other U.S. national or regional securities exchange on which the Common Shares are then listed.

“Repurchase UponFundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.

“Responsible Officer” means (A) any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject, and who, in each case, will have direct responsibility for the administration of this Indenture.

“Restricted NoteLegend” means a legend substantially in the form set forth in Exhibit B-1.

“Restricted StockLegend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“RevolvingCredit Facility” means one or more debt facilities (including, without limitation, the CIBC Facility) with banks or other institutional lenders providing for revolving credit loans or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent or lenders or another administrative agent or agents or other lenders and whether provided under the CIBC Facility or any other credit or other agreement).

13

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“ScheduledTrading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Shares are then traded. If the Common Shares are not so listed or traded, then “Scheduled Trading Day” means a Business Day.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Security” means any Note or Conversion Share.

“Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, among the Company, its Subsidiaries and the Trustee.

“Settlement Method” means Cash Settlement, Physical Settlement or Combination Settlement.

“Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however, that, if a Subsidiary meets the criteria of clause (3), but not clause (1) or (2), of the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X under the Exchange Act, then such Subsidiary will be deemed not to be a Significant Subsidiary unless such Subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed fiscal year before the date of determination exceeds ten million dollars ($10,000,000.00) (with such amount calculated pursuant to numbered paragraph 3 of computational note 1 with respect to clause (3) of such rule, to the extent the calculation of such Subsidiary’s income involves combined entities). For purposes of this definition, Rule 1-02(w) of Regulation S-X refers to such rule as in effect on the Issue Date.

“SOFR” means, a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator on the SOFR Administrator’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

14

“SOFR DeterminationDate” has the meaning specified in the definition of “Daily Simple SOFR”.

“Special Interest” means any interest that accrues on any Note pursuant to Section 7.03.

“SpecifiedDollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice related to any conversion (excluding cash in lieu of any fractional Common Share).

“StatedInterest” means the Benchmark plus (i) from the Issue Date to, but excluding [ ● ], 20[●]^12^, (x) if the Company determines to pay PIK Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 9.50% with respect to such portion of the aggregate principal amount of the Notes or (y) if the Company determines to pay Cash Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 9.25% with respect to such portion of the aggregate principal amount of the Notes, (ii) from and including [ ● ], 20[●]^13^ to, but, excluding [ ● ], 20[●]^14^, (x) if the Company determines to pay PIK Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 10.50% with respect to such portion of the aggregate principal amount of the Notes or (y) if the Company determines to pay Cash Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 10.25% with respect to such portion of the aggregate principal amount of the Notes, (iii) from and including [ ● ], 20[●]^15^ to, but, excluding [ ● ], 20[●]^16^, (x) if the Company determines to pay PIK Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 11.50% with respect to such portion of the aggregate principal amount of the Notes or (y) if the Company determines to pay Cash Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 11.25%, with respect to such portion of the aggregate principal amount of the Notes and (iv) from and including [ ● ], 20[●]^17^ to the Maturity Date, (x) if the Company determines to pay PIK Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 12.50% with respect to such portion of the aggregate principal amount of the Notes or (y) if the Company determines to pay Cash Interest with respect to all or a portion of the aggregate principal amount of the Notes during the applicable Interest Period, 12.25% with respect to such portion of the aggregate principal amount of the Notes.

^12^ NTD: To be the second anniversary of the Issue Date.

^13^ NTD: To be the second anniversary of the Issue Date.

^14^ NTD: To be the third anniversary of the Issue Date.

^15^ NTD: To be the third anniversary of the Issue Date.

^16^ NTD: To be the fourth anniversary of the Issue Date.

^17^ NTD: To be the fourth anniversary of the Issue Date.

15

“StockPrice” has the following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Shares receive only cash in consideration for their Common Shares in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to **clause (B)**of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per Common Share in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last Reported Sale Prices per Common Share for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.

“Subsidiary” means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“Term SOFR” means, for the Corresponding Tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such Corresponding Tenor comparable to the applicable Interest Period, as such rate is published by the SOFR Administrator.

“Term SOFR ReferenceRate” means, for any day and time (such day, the “Term SOFR Determination Date”), and for the Corresponding Tenor comparable to the applicable Interest Period, the forward-looking per annum term rate based on SOFR for such Corresponding Tenor comparable to the applicable Interest Period, as such rate appears on the SOFR Administrator’s website on such day and time. If by 5:00 pm (New York City time) on such Term SOFR Determination Date, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the SOFR Administrator, then the Term SOFR Reference Rate for such Term SOFR Determination Date will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which the Term SOFR Reference Rate was published by the SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Date; provided that if the Designated Transaction Representative determines that Term SOFR has not been published within the five (5) preceding Business Day, such Benchmark shall be replaced with the Alternate Base Rate without notice to the Company until the earlier of (i) the first preceding U.S. Government Securities Business Day for which Term SOFR was published by the SOFR Administrator or (ii) the Benchmark Replacement Date.

16

“Trading Day” means any day on which (A) trading in the Common Shares generally occurs on the principal U.S. national or regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Shares are then traded; and (B) there is no Market Disruption Event. If the Common Shares are not so listed or traded, then “Trading Day” means a Business Day.

“Transfer-RestrictedSecurity” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(A)            such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company or a Person that was an Affiliate of the Company in the three months immediately preceding) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer; and

(B)            such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company or a Person that was an Affiliate of the Company in the three months immediately preceding) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144).

The Trustee is under no obligation to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an Officer’s Certificate with respect thereto.

“TreasuryRate” means as of the date of redemption of Notes the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the Redemption Date to [ ● ], 20[●]^18^; provided, however, that if the period from the Redemption Date to [ ● ], 20[●]^19^ is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from the Redemption Date to [ ● ], 20[●]^20^ is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“Trust IndentureAct” means the U.S. Trust Indenture Act of 1939, as amended.

^18^ NTD: To be one year post-Issue date.

^19^ NTD: To be one year post-Issue date.

^20^ NTD: To be one year post-Issue date.

17

“Trustee” means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of this Indenture and, thereafter, means such successor.

“Unadjusted BenchmarkReplacement” means the Benchmark Replacement excluding the applicable Benchmark Replacement Adjustment.

“U.S. GovernmentSecurities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Voting Stock” of any Person as of any date means the common equity of the Company that such Person is at the time entitled (without reference to the occurrence of any contingency) to vote in the election of the directors, managers or trustees of such Person.

“VWAP Market DisruptionEvent” means, with respect to any date, (A) the failure by the Relevant Stock Exchange to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Shares or in any options contracts or futures contracts relating to the Common Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Shares generally occurs on the Relevant Stock Exchange. If the Common Shares are not so listed or traded on a Relevant Stock Exchange, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person determined by reference to the definition of Subsidiary but with each reference therein to “more than fifty percent (50%)” deemed to be replaced with “one hundred percent (100%)” for purposes of this definition; provided, however, that directors’ qualifying shares will be disregarded for purposes of determining whether any Person is a Wholly Owned Subsidiary of another Person.

Section 1.02****OTHERDEFINITIONS.

Term	Defined<br> in Section
“Additional Shares”		5.07	(A)
“Aggregate Purchase Price”		9.05
“Business Combination Event”		6.01	(A)
“Cash Interest”		2.05	(A)
“Cash Settlement”		5.03	(A)
“Combination Settlement”		5.03	(A)
“Common Share Change Event”		5.09	(A)
“Conversion Agent”		2.06	(A)
“Conversion Consideration”		5.03	(B)(i)

18

Term	Defined<br> in Section
“Default Interest”		2.05	(C)
“Defaulted Amount”		2.05	(C)
“Event of Default”		7.01	(A)
“Exchange Consideration”		5.08	(A)
“Expiration Date”		5.05	(A)(v)
“Expiration Time”		5.05	(A)(v)
“Fundamental Change Notice”		4.02	(E)
“Fundamental Change Repurchase Right”		4.02	(A)
“Guaranteed Obligations”		9.01	(A)(ii)
“Guarantor Business Combination Event”		9.04	(A)
“Initial Notes”		2.03	(A)
“Paying Agent”		2.06	(A)
“Physical Settlement”		5.03	(A)
“PIK Notes”		2.03	(C)
“PIK Notice”		2.05	(B)(i)
“PIK Payment”		2.03	(C)
“Provisional Call Redemption”		4.03	(E)
“Redemption Notice”		4.03	(F)
“Reference Property”		5.09	(A)
“Reference Property Unit”		5.09	(A)
“Register”		2.06	(B)
“Registrar”		2.06	(A)
“Reporting Event of Default”		7.03	(A)
“Settlement Method”		5.03	(A)
“Specified Courts”		12.07
“Spin-Off”		5.05	(A)(iii)(2)
“Spin-Off Valuation Period”		5.05	(A)(iii)(2)
“Successor Corporation”		6.01	(A)
“Successor Person”		5.09	(A)
“Tender/Exchange Offer Valuation Period”		5.05	(A)(v)

Section 1.03****RULESOF CONSTRUCTION.

For purposes of this Indenture:

(A)            “or” is not exclusive;

(B)            “including” means “including without limitation”;

(C)            “will” expresses a command;

(D)            the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

19

(E)            a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

(F)            words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(G)            “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;

(H)            references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(I)            the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture;

(J)            unless otherwise provided in this Indenture or in any Note, the words “execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture, any Note or any of the transaction contemplated hereby (including amendments, waivers, consents and other modifications) will be deemed to include electronic signatures and the keeping of records in electronic form, each of which will be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee;

(K)            references to “principal amount” of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment; and

(L)            the term “interest,” when used with respect to a Note, includes any Special Interest, unless the context requires otherwise.

**Article 2.**THENOTES

Section 2.01****FORM,DATING AND DENOMINATIONS.

The Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication. Any PIK Notes will be issued with the designation “PIK Note” on the face of such PIK Note.

20

Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of Physical Notes. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10.

The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.

The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

Section 2.02****EXECUTION,AUTHENTICATION AND DELIVERY.

(A)          DueExecution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual, facsimile or other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.

(B)          Authenticationby the Trustee and Delivery.

(i)            No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

(ii)            The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary (or its custodian), then the Trustee will promptly deliver such Note in accordance with such Company Order.

(iii)          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

21

Section 2.03****INITIALNOTES; ADDITIONAL NOTES AND PIK NOTES.

(A)           InitialNotes. On the Issue Date, there will be originally issued [●] ($[●] million) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

(B)            AdditionalNotes. The Company may, subject to the provisions of this Indenture (including Section 2.02 and Section 3.08), issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture; provided, however, that if any such additional Notes are not fungible with the Initial Notes or any other Notes issued under this Indenture for U.S. federal income tax or U.S. federal securities law purposes, then such additional Notes will be identified by one or more separate CUSIP numbers or by no CUSIP number. Any resale of notes repurchased by the Company as described and subject to the conditions set forth in Section 3.07 will be deemed to be an “issuance” of notes for purposes of this Section 2.03(B).

(C)            PIKNotes. If the Company elects to pay PIK Interest or Partial PIK Interest in respect of the Notes as set forth in Section 2.05below, the Company may elect prior to any Interest Payment Date (subject to the restrictions described in the form of Notes in Exhibit A) to either increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture having the same terms (except that PIK Notes shall be made in a minimum denomination of $1.00 and integral multiples of $1.00) as the Notes (in each case, a “PIK Payment”). In the event that the Company shall determine to pay PIK Interest (including Partial PIK Interest) for any Interest Period, then the Company shall deliver a PIK Notice (as defined below) to the Trustee as required by the form of Note in Exhibit A. Any PIK Notes will, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture.

Section 2.04****METHODOF PAYMENT.

(A)            GlobalNotes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture.

(B)            PhysicalNotes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower amount as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a written request that the Company make such payment by wire transfer to an account of such Holder within the United States specified in such request, by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to the address of the Holder of such Physical Note entitled to such payment as set forth in the Register. To be timely, such written request must be so delivered no later than the Close of Business on the following date: (x) with respect to the payment of any interest due on an Interest Payment Date, the immediately preceding Regular Record Date; (y) with respect to any cash Conversion Consideration, the relevant Conversion Date; and (z) with respect to any other payment, the date that is fifteen (15) calendar days immediately before the date such payment is due.

22

Section 2.05****ACCRUALOF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY.

(A)            Accrualof Interest. Each Note will accrue interest at a rate per annum equal to the Stated Interest, plus any Special Interest that may accrue pursuant to Section 7.03. The Company shall determine prior to any Interest Payment Date to pay interest in cash (“CashInterest”) or PIK Interest for such Interest Period; provided that prior to any such election, the Company is deemed to have selected to pay such interest by PIK Interest. Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to **Sections4.02(D), 4.03(E)**and 5.02(D)(but without duplication of any payment of interest), payable quarterly in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Special Interest, on the Notes will be computed on the basis of a three hundred sixty (360)-day year comprised of twelve 30-day months.

(B)            PIKInterest.

(i)            In the event that the Company shall determine to pay Partial PIK Interest or Cash Interest for any Interest Period, then the Company shall deliver a notice (a “PIK Notice”) to the Trustee and the Holders not less than five (5) Business Days prior to the Interest Payment Date of the relevant Interest Period, which notice shall state the total amount of interest to be paid on the Interest Payment Date in respect of such Interest Period and the amount of such interest to be paid as Cash Interest or Partial PIK Interest, as the case may be. For the avoidance of doubt, interest on the Notes in respect of any Interest Period for which a PIK Notice is not delivered in accordance with the first sentence of this paragraph, in connection with a redemption or repurchase and on the Maturity Date must be paid entirely in PIK Interest.

(ii)           Any PIK Interest (including Partial PIK Interest) on the Notes will be payable to Holders by increasing the principal amount of the outstanding Notes by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) or issuing PIK Notes in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, record such increase in principal amount. In the event that the Company is entitled to and elects to pay Partial PIK Interest for any Interest Period, each Holder will be entitled to receive cash in respect of the applicable percentage of the principal amount of the Notes held by such Holder on the relevant record date and PIK Interest in respect of the remaining percentage of the principal amount of the Notes held by such Holder on the relevant record date. Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be distributed to Holders, will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes. Any certificated PIK Notes will be issued with the description “PIK Note” on the face of any such PIK Note.

23

(iii)            If the Company pays a portion of the interest on the Notes in cash and a portion as PIK Interest, such cash and PIK Interest shall be paid to Holders pro rata in accordance with their interests.

(iv)            Notwithstanding anything to the contrary, the payment of accrued interest in connection in connection with any repurchase of the Notes as described Article 4of this Indenture shall be made solely in cash.

(C)          DefaultedAmounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum at which Stated Interest accrues plus two percent (2.0%), from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company, provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will send notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest to be paid on such payment date.

(D)          Delayof Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

(E)          SpecialInterest. In the event that any Special Interest is due on any Note, then at least two (2) Business Days prior to the date on which such Special Interest is to be paid, the Company shall provide written notice to the Trustee, the Paying Agent (if other than the Trustee) and the Holders setting forth of the amount of such Special Interest and the date on which such Special Interest is to be paid. The Trustee shall be entitled to assume that no Special Interest is due to Holders unless and until the Trustee receives such notice from the Company. The Trustee shall have no duty to monitor the circumstances giving rise to the payment of Special Interest.

24

Section 2.06****REGISTRAR,PAYING AGENT AND CONVERSION AGENT.

(A)         Generally. The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental United States where Notes may be presented for conversion (the “Conversion Agent”). If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such and will receive compensation therefor in accordance with this Indenture and any other agreement between the Trustee and the Company. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent.

(B)          Dutiesof the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably promptly.

(C)          Co-Agents;Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may appoint one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change any Registrar, Paying Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture that relate to such Note Agent.

(D)         InitialAppointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

Section 2.07****PAYINGAGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST.

The Company will require each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify the Trustee of any default by the Company in making any such payment or delivery. The Company, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property. If the Company or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent; and (B) references in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant to in **clause (xii)**or **(xiii)**of **Section 7.01(A)**with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.

25

Section 2.08****HOLDERLISTS.

If the Trustee is not the Registrar, the Company will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and addresses of the Holders.

Section 2.09****LEGENDS.

(A)         GlobalNote Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this Indenture, required by the Depositary for such Global Note).

(B)         Non-AffiliateLegend. Each Global Note will bear the Non-Affiliate Legend.

(C)         RestrictedNote Legend. Subject to Section 2.12,

(i)            each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and

(ii)            if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Sections 2.10(B), 2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable.

(D)         OtherLegends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.

(E)          Acknowledgementand Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this Section 2.09 will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions set forth in such legend.

(F)          RestrictedStock Legend.

26

(i)            Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear the Restricted Stock Legend if the Company determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Stock Legend.

(ii)            Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Stock Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in the Restricted Stock Legend.

Section 2.10****TRANSFERSAND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS.

(A)         ProvisionsApplicable to All Transfers and Exchanges.

(i)            Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange of Physical Notes in the Register.

(ii)            Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.

(iii)            The Company, the Guarantors, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes, but the Company, the Guarantors, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any transfer.

(iv)            Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.

(v)            The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form with the requirements of this Indenture.

27

(vi)            Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.

(vii)            Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

(viii)            For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

(ix)            Neither the Trustee nor any Note Agent will have any responsibility for any action taken or not taken by the Depositary or Depositary Participant.

(x)            None of the Trustee or any Note Agent will have any responsibility or obligation to any beneficial owner of a Global Note or a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(B)          Transfersand Exchanges of Global Notes.

(i)            Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:

(1)            (x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;

28

(2)            an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest, as applicable, for one or more Physical Notes; or

(3)            the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.

(ii)            Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):

(1)            the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, the Company may (but is not required to) instruct the Trustee to cancel such Global Note pursuant to Section 2.15);

(2)            if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other Global Note;

(3)            if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09; and

(4)            if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.

(iii)            Each transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.

29

(C)            Transfersand Exchanges of Physical Notes.

(i)            Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:

(1)            surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and

(2)            deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).

(ii)            Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or any portion of such old Physical Note in an Authorized Denomination):

(1)            such old Physical Note will be promptly cancelled pursuant to Section 2.15;

(2)            if such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09;

(3)            in the case of a transfer:

(a)            to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and

30

(b)            to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 2.09; and

(4)            in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered; and (z) bear each legend, if any, required by Section 2.09.

(D)            Requirementto Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:

(i)            cause such Note to be identified by an “unrestricted” CUSIP number;

(ii)            remove such Restricted Note Legend; or

(iii)            register the transfer of such Note to the name of another Person, then the Company, the Guarantors, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Guarantors, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Trustee and the Registrar may reasonably require in order for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws.

(E)            Transfersof Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Guarantors, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F), as applicable, except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

31

Section 2.11****EXCHANGEAND CANCELLATION OF NOTES TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE.

(A)            PartialConversions, Redemptions and Repurchases of Physical Notes. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered for such conversion, Redemption or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted, redeemed or repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be so converted, redeemed or repurchased, as applicable, which Physical Note will be converted, redeemed or repurchased, as applicable, pursuant to the terms of this Indenture; provided, however, that the Physical Note referred to in this **clause (ii)**need not be issued at any time after which such principal amount subject to such conversion, Redemption or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.18.

(B)            Cancellationof Converted, Redeemed and Repurchased Notes.

(i)            PhysicalNotes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A)) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18and the time such Physical Note is surrendered for such conversion, Redemption or repurchase, as applicable, (1) such Physical Note will be cancelled pursuant to Section 2.15; and (2) in the case of a partial conversion, Redemption or repurchase, as applicable, the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted, redeemed or repurchased, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09.

(ii)            GlobalNotes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or subject to Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18, the Trustee will reflect a decrease of the principal amount of such Global Note in an amount equal to the principal amount of such Global Note to be so converted, redeemed or repurchased, as applicable, by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15).

Section 2.12**[Reserved].**

32

---

Section 2.13****REPLACEMENTNOTES.

If a Holder of any Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee may require the Holder thereof to provide such security or indemnity that is satisfactory to the Company and the Trustee to protect the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.

Every replacement Note issued pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.

Section 2.14****REGISTEREDHOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL NOTES.

Only the Holder of a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian, and the Company, the Guarantors, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.

Section 2.15****CANCELLATION.

The Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion, as applicable. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality of Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.

Section 2.16****NOTESHELD BY THE COMPANY OR ITS AFFILIATES.

Without limiting the generality of Section 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver, consent or other action under this Indenture, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver, consent or other action under this Indenture, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

33

Section 2.17****TEMPORARYNOTES.

Until definitive Notes are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. The Company will promptly prepare, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange for temporary Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.18****OUTSTANDINGNOTES.

(A)            Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated (giving effect to, and as increased by, any payment of PIK Interest made thereon by increasing the aggregate principal amount of such Notes by an amount equal to the PIK Interest payable, rounded up to the nearest whole dollar), excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in accordance with Section 2.15; (ii) assigned a principal amount of zero by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full (including upon conversion) in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B), **(C)**or **(D)**of this Section 2.18.

(B)            ReplacedNotes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “bonafide purchaser” under applicable law.

(C)            PIKNotes. The aggregate principal amount of outstanding Notes represented by a Note shall from time to time be increased, as applicable, to reflect PIK Interest.

(D)            MaturingNotes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest in cash, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding and interest will cease to accrue on such Notes, except to the extent provided in **Sections 4.02(D), 4.03(E)**or 5.02(D); and (ii) all rights of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof), other than (x) the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in this Indenture and (y) if the Fundamental Change Repurchase Date or Redemption Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the accrued and unpaid interest to, but excluding, the corresponding Interest Payment Date.

34

(E)            Notesto Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to **Section 5.03(A)**or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except to the extent provided in **Section 5.02(D)**or Section 5.08.

(F)            Cessationof Accrual of Interest. Except as provided in **Sections 4.02(D), 4.03(E)**or 5.02(D), interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.

Section 2.19****REPURCHASESBY THE COMPANY.

Without limiting the generality of Sections 2.15 and 3.07, the Company or its Subsidiaries may, from time to time, directly or indirectly repurchase Notes in open market purchases or otherwise, whether through private or public tender or exchange offers, cash- settled swaps or other cash-settled derivatives, or in other negotiated transactions without delivering prior notice to, or the consent of, Holders.

Section 2.20****CUSIPAND ISIN NUMBERS.

Subject to Section 2.12, the Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP or ISIN number(s) identifying any Notes.

Section 2.21**[RESERVED]**.

Section 2.22****TAXTREATMENT OF THE NOTES.

The Company agrees, and by acceptance of beneficial ownership of the Notes each beneficial owner of the Notes will be deemed to have agreed, for United States federal income tax purposes that the Notes are intended to be treated as indebtedness that is not subject to the contingent payment debt instrument regulations under Treasury Regulation Section 1.1275-4.

**Article 3.**COVENANTS

Section 3.01****PAYMENTON NOTES.

(A)            Generally. The Company will pay or cause to be paid all the principal of, the Fundamental Change Repurchase Price, Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.

35

(B)            Depositof Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money not required for such purpose.

(C)            PIKInterest. PIK Interest and Partial PIK Interest shall be considered paid on the date due if on such date the Trustee has received a written order, pursuant to Section 2.05, from the Company signed by an Officer to increase the balance of any Note to reflect such PIK Interest or Partial PIK Interest, as applicable or the Company has issued PIK Notes in an aggregate principal amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar).

(D)            [Reserved].

(E)            SpecialInterest. Special Interest shall be paid in cash on the Interest Payment Dates and in the manner of Cash Interest.

Section 3.02****EXCHANGEACT REPORTS.

(A)            Generally. The Company will send to the Trustee (and provide to the Holders) copies of all reports that the Company is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company need not send to the Trustee any material for which the Company has received, or is seeking in good faith and has not been denied, confidential treatment by the SEC. Any report that the Company files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee (and provided to Holders) at the time such report is so filed via the EDGAR system (or such successor), it being understood that the Trustee will not be responsible for determining whether such filings have been made or for their timeliness or their content. Upon the request of any Holder, the Company will provide to such Holder a copy of any report that the Company has sent the Trustee pursuant to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee (or provided to the Holders) pursuant to the preceding sentence.

(B)            Trustee’sDisclaimer. Delivery of reports, information and documents to the Trustee pursuant to **Section 3.02(A)**is for informational purposes only and the information and the Trustee’s receipt of the foregoing will not be deemed to constitute actual or constructive notice to the Trustee of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee will have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with its covenants under this Indenture or with respect to any reports or other documents filed with the SEC via the EDGAR system (or any successor thereto) or any other website, or to participate in any conference calls.

Section 3.03****RULE144A INFORMATION.

If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or Conversion Shares are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or Conversion Shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or Conversion Shares pursuant to Rule 144A. The Company (or its successor) will take such further action as any Holder or beneficial owner of such Notes or Conversion Shares may reasonably request to enable such Holder or beneficial owner to sell such Notes or Conversion Shares pursuant to Rule 144A.

36

Section 3.04****SPRINGINGLIENS AND SUBSIDIARY GUARANTEES.

If at any time a Default or Event of Default has occurred (or in the case of a Default arising under Section 3.02, fifteen (15) days after such Default has occurred) and is continuing (a “Collateral Triggering Event”), (i) a first-priority lien on substantially all assets of the Company and its Subsidiaries shall be granted in favor of the Trustee for the benefit of the Holders of the Notes pursuant to the Security Agreement, subject to Permitted Liens, within five (5) Business Days of the occurrence of such Collateral Triggering Event and (ii) the Contingent Guarantors shall be deemed Guarantors pursuant to Article 9 hereof and the guarantees of each of the obligations of the Company pursuant to this Indenture and the Security Agreement by the Contingent Guarantors shall be deemed effective^21^; provided, however, that upon a Collateral Triggering Event arising under or related to a default in the Company’s obligations under Section 3.08(b) and/or Section 3.08(c), the first-priority lien to be granted in favor of the Trustee and the date that the Contingent Guarantors are to be deemed as Guarantors and the effectiveness of such Contingent Guarantor’s Guarantee, in each case as contemplated under this Section 3.04, shall be deemed to have been granted, Guaranteed and/or effective one (1) day before the earlier of (x) the occurrence of such Collateral Triggering Event and/or (y) the date of the incurrence of the Indebtedness giving rise to such Collateral Triggering Event. Upon a Collateral Triggering Event, the Company will provide the Trustee with (i) an Opinion of Counsel that such documentation is enforceable against the Company and the Contingent Guarantors and creates a perfected security interest in substantially all of the assets of the Company and the Contingent Guarantors, and (ii) evidence in the form of UCC searches that such assets are not subject to any prior security interest other than any security interest granted pursuant to the Revolving Credit Facility.

Section 3.05****COMPLIANCEAND DEFAULT CERTIFICATES.

(A)            AnnualCompliance Certificate. Within one hundred and twenty (120) days after December 31, 2021, and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee (and provide, or cause to be provided, such Officer’s Certificate to the Holders) stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default or Event of Default has occurred during the previous fiscal year; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).

(B)            DefaultCertificate. If a Default or Event of Default occurs, then the Company will promptly deliver an Officer’s Certificate to the Trustee (and provide, or cause to be provided, such Officer’s Certificate to the Holders) describing the same and what action the Company is taking or proposes to take with respect thereto.

^21^ NTD: Deleted the additional language because it duplicated the final sentence of this section.

37

(C)            QuarterlyCompliance Certificate. Within forty five (45) days of the end of each fiscal quarter, beginning with the fiscal quarter ending on [●], 20[●]^22^, the Company will deliver an Officer’s Certificate to the Trustee (and provide, or cause to be provided, such Officer’s Certificate to the Holders) stating that it has complied with Section 3.08 with respect to such fiscal quarter.

(D)            Each annual and quarterly compliance certificate contemplated under this Section 3.05 shall be substantially in the form attached as Exhibit D. The requirements set forth in this Section 3.05 may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes.

Section 3.06****STAY,EXTENSION AND USURY LAWS.

To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 3.07****ACQUISITIONOF NOTES BY THE COMPANY AND ITS AFFILIATES.

Any Notes that the Company or its Subsidiaries may repurchase pursuant to this Indenture will be considered outstanding for all purposes under this Indenture (subject to Section 2.16) unless and until such time the Company surrenders the Notes to the Trustee for cancellation and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered. Any Note that is repurchased or owned by the Company or any Affiliate of the Company may not be resold by the Company or any such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note no longer being a “restricted security” (as defined in Rule 144).

^22^ NTD: To be the first full fiscal quarter after the closing date.

38

Section 3.08****INCURRENCEOF INDEBTEDNESS; MINIMUM LIQUIDITY

(a) the Company shall not permit, as of the last day of each fiscal quarter (beginning with the fiscal quarter ending on __, 20[●]^23^) (each, a “Test Period”), the ratio of (x) the sum of (i) a principal amount of commitments outstanding at such time under the Company’s Revolving Credit Facility and any other Indebtedness of the Company and its Subsidiaries and (ii) the aggregate principal amount of the Notes outstanding at such time (including, for the avoidance of doubt, any accrued PIK Interest), dividedby (y) (i) the Consolidated Subscription Revenue of the Company and its Subsidiaries received during such fiscal quarter multiplied by (ii) four (4) to be greater than the ratio set forth below opposite such date:

Test Period	Ratio
[___], 202[_]^24^		3.00
[___], 202[_]		2.80
[___], 202[_]		2.60
[___], 202[_]		2.40
[___], 202[_]		2.20
[___], 202[_]		2.00
[___], 202[_]		1.80
[___], 202[_]		1.60
[___], 202[_] and each fiscal quarter ending thereafter		1.50

(b) neither the Company nor any of its Subsidiaries shall create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness (other than the Notes or any PIK Notes); provided that the Company and/or its Subsidiaries may incur Indebtedness (i) under the Company’s Revolving Credit Facility to the extent the Indebtedness so incurred would not have caused the Company to breach Section 3.08(a) above if it were outstanding as of the end of the immediately preceding Test Period, or (ii) otherwise, with the prior written consent of the Investor (or, if the Investor does not hold a majority of the aggregate principal amount of the Notes then outstanding, the consent of Holders of a majority in aggregate principal amount of the Notes then outstanding);

(c) neither the Company nor any of its Subsidiaries shall enter into, amend or modify the Revolving Credit Facility without the written consent of the Investor (or, if the Investor does not hold a majority of the aggregate principal amount of the Notes then outstanding, the consent of Holders of a majority in aggregate principal amount of the Notes then outstanding); and

(d) the Company shall not permit at any time (i) if the Company does not have a Revolving Credit Facility outstanding, the unrestricted cash held by the Company and its Subsidiaries to be less than $35,000,000.00 or (ii) if the Company does have a Revolving Credit Facility outstanding, the sum of (x) undrawn but available commitments under the Revolving Credit Facility and (y) the unrestricted cash held by the Company and its Subsidiaries to be less than $50,000,000.00.

By holding the Notes issued hereunder, the Investor agrees to provide the Company and the Trustee with a prompt written notice as soon as an aggregate principal amount of Notes for which it is the Holder does not constitute a majority of the aggregate principal amount of the Notes then outstanding.

^23^ NTD: To be the first full fiscal quarter after the closing date.

^24^ NTD: To be the first full fiscal quarter after the closing date.

39

**Article 4.**REPURCHASEAND REDEMPTION

Section 4.01****NOSINKING FUND.

No sinking fund is required to be provided for the Notes.

Section 4.02****RIGHTOF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.

(A)            Rightof Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B)            RepurchaseProhibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

(C)            FundamentalChange Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

40

(D)            FundamentalChange Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to (i) if the Fundamental Change Repurchase Date is prior to [ ● ], 20[●]^25^, an amount equal to 100% of the principal amount of such Note, plus the Applicable Premium as of the Fundamental Change Repurchase Date, plus accrued and unpaid interest on such Notes, if any, to, but excluding, the Fundamental Change Repurchase Date, (ii) if the Fundamental Change Repurchase Date is on or following [ ● ], 20[●]^26^ and prior to [ ● ], 20[●]^27^, an amount equal to (x) 104% of the principal amount of such Note plus (y) accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date, (iii) if the Fundamental Change Repurchase Date is on or following [ ● ], 20[●]^28^ and prior to [ ● ], 20[●]^29^, an amount equal to (x) 103% of the principal amount of such Note plus (y) accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date, (iv) if the Fundamental Change Repurchase Date is on or following [ ● ], 20[●]^30^ and prior to [ ● ], 20[●]^31^, an amount equal to (x) 102% of the principal amount of such Note plus (y) accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date, and (v) if the Fundamental Change Repurchase Date is on or following [ ● ], 20[●]^32^ and prior to the Maturity Date, an amount equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before, such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt (and without double-counting), if an Interest Payment Date is not a Business Day within the meaning of **Section 2.05(D)**and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(D), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

(E)            FundamentalChange Notice. On or before the twentieth (20th) calendar day after the occurrence of a Fundamental Change, the Company will send to each Holder, in writing, with a copy to the Trustee, the Paying Agent and the Conversion Agent a notice of such Fundamental Change (a “Fundamental Change Notice”).

Such Fundamental Change Notice must state:

(i)            briefly, the events causing such Fundamental Change;

(ii)           the effective date of such Fundamental Change;

(iii)         the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;

^25^ NTD: To be the first anniversary of the Issue Date.

^26^ NTD: To be the first anniversary of the Issue Date.

^27^ NTD: To be the second anniversary of the Issue Date.

^28^ NTD: To be the second anniversary of the Issue Date.

^29^ NTD: To be the third anniversary of the Issue Date.

^30^ NTD: To be the third anniversary of the Issue Date.

^31^ NTD: To be the fourth anniversary of the Issue Date.

^32^ NTD: To be the fourth anniversary of the Issue Date.

41

(iv)          the Fundamental Change Repurchase Date for such Fundamental Change;

(v)          the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.02(D));

(vi)          the name and address of the Paying Agent and the Conversion Agent;

(vii)        the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);

(viii)       that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix)          that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and

(x)           the CUSIP and ISIN numbers, if any, of the Notes.

Neither the failure to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.

(F)            Proceduresto Exercise the Fundamental Change Repurchase Right.

(i)            Deliveryof Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1)           before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2)            such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).

The Paying Agent will promptly deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.

42

(ii)            Contentsof Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must state:

(1)            if such Note is a Physical Note, the certificate number of such Note;

(2)            the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and

(3)            that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;

provided, however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

(iii)            Withdrawalof Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

(1)            if such Note is a Physical Note, the certificate number of such Note;

(2)            the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and

(3)            the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an Authorized Denomination;

provided, however, that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

Upon receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section 2.11, treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).

43

(G)            Paymentof the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to **Section 4.02(D)**on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered pursuant to the first sentence of this Section 4.02(G).

(H)            Repurchaseby Third Parties. Notwithstanding anything to the contrary in this Section 4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner and time that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and (ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount (as a result of taxes, additional expenses or for any other reason) than such owner would have received had the Company repurchased such Note.

(I)            NoRequirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible into an Amountof Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02, the Company will not be required to send a Fundamental Change Notice pursuant to Section 4.02(E), or offer to repurchase or repurchase any Notes pursuant to this Section 4.02, in connection with a Fundamental Change occurring pursuant to clause(B)(ii)(or pursuant to **clause (A)**that also constitutes a Fundamental Change occurring pursuant to clause (B)(ii)) of the definition thereof, if (i) such Fundamental Change constitutes a Common Share Change Event whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible, pursuant to **Section 5.09(A)**and, if applicable, Section 5.07, into consideration that consists solely of U.S. dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal amount of Notes (calculated assuming that the same includes the maximum amount of accrued interest payable as part of the related Fundamental Change Repurchase Price); and (iii) the Company timely sends the notice relating to such Common Share Change Event pursuant to **Section 5.09(B)**and includes, in such notice, a statement that the Company is relying on this Section 4.02(I).

(J)            Compliancewith Applicable Securities Laws. To the extent applicable, the Company will comply with all U.S. federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that the Company’s obligations pursuant to this Section 4.02 conflict with any law or regulation that is applicable to the Company and enacted after the Issue Date, the Company’s compliance with such law or regulation will not be considered to be a Default of such obligations.

(K)            Repurchasein Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.

44

Section 4.03	RIGHT OF THE COMPANY TO REDEEM THE NOTES.

(A)          [Reserved].

(B)           Rightto Redeem the Notes. Subject to the terms of this Section 4.03, the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from time to time, on a Redemption Date on or before the [twentieth] ([20]th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if, unless the Company elects Cash Settlement in respect of the conversions in connection with such Redemption, either (i) a registration statement covering the resale of Common Shares, if any, issuable upon conversion of the Notes in connection with such Redemption is effective and available for use and is expected, as of the Redemption Notice Date, to remain effective and available during the period from, and including, the related Redemption Notice Date to, and including, the Business Day immediately before the related Redemption Date or (ii) the Common Shares, if any, issuable upon conversion of the Notes in connection with such Redemption are eligible for immediate resale pursuant to Rule 144 during the period from, and including, the related Redemption Notice Date to, and including, the Business Day immediately before the related Redemption Date, by Holders other than the Company’s Affiliates.

(C)           RedemptionProhibited in Certain Circumstances. If the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded on or before the Redemption Date (including rescission as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(E), on such Redemption Date), then (i) the Company may not redeem any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

(D)           RedemptionDate. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is (i) in the case of a Provisional Call Redemption, not less than ten (10) Business Days after the Redemption Notice Date for such Redemption, and (ii) otherwise, no more than [fifty] ([50]), nor less than [thirty] ([30]), Scheduled Trading Days after the Redemption Notice Date for such Redemption.

45

(E)            RedemptionPrice. The Redemption Price for any Note called for Redemption is an amount in cash equal (i) if the Redemption Date is on or after [ ● ], 20[●]^33^, if (x) the Last Reported Sale Price per Common Share exceeds $15.00 (as adjusted proportionally to take into account any adjustments to the Conversion Price) on (1) each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption; and (2) the Trading Day immediately before such Redemption Notice Date, and (y) unless the Company elects Cash Settlement in respect of the conversions in connection with such Redemption, either (1) a registration statement covering the resale of Common Shares, if any, issuable upon conversion of the Notes in connection with such Redemption is effective and available for use and is expected, as of the Redemption Notice Date, to remain effective and available during the period from, and including, the related Redemption Notice Date to, and including, the Business Day immediately before the related Redemption Date or (2) the Common Shares, if any, issuable upon conversion of the Notes in connection with such Redemption are eligible for immediate resale during the period from, and including, the related Redemption Notice Date to, and including, the Business Day immediately before the related Redemption Date, by Holders other than the Company’s Affiliates, the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption (a redemption under this clause (i) a “Provisional Call Redemption”); provided, that no Redemption Date for a Provisional Call Redemption may occur within 30 days of any other Redemption Date, (ii) if the Redemption Date is prior to [ ● ], 20[●]^34^, an amount equal to 100% of the principal amount of such Note, plus the Applicable Premium as of the Redemption Date, plus accrued and unpaid interest on such Note, if any, to, but excluding the Redemption Date, (iii) if the Redemption Date is on or following [ ● ], 20[●]^35^ and prior to [ ● ], 20[●]^36^, an amount equal to (x) 104% of the principal amount of such Note plus (y) accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption, (iv) if the Redemption Date is on or following [ ● ], 20[●]^37^and prior to [ ● ], 20[●]^38^, an amount equal to (x) 103% of the principal amount of such Note plus (y) accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption, (v) subject to clause (i) above, if the Redemption Date is on or following [ ● ] ^39^, 20[●] and prior to [ ● ], 20[●]^40^, an amount equal to (x) 102% of the principal amount of such Note plus (y) accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption, and (vi) subject to clause (i) above, if the Redemption Date is on or following [ ● ], 20[●]^41^and prior to the Maturity Date, an amount equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of **Section 2.05(D)**and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(D), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date to, but excluding, such Redemption Date.^42^

^33^ NTD: To be the third anniversary of the Issue Date.

^34^ NTD: To be the first anniversary of the Issue Date.

^35^ NTD: To be the first anniversary of the Issue Date.

^36^ NTD: To be the second anniversary of the Issue Date.

^37^ NTD: To be the second anniversary of the Issue Date.

^38^ NTD: To be the third anniversary of the Issue Date.

^39^ NTD: To be the third anniversary of the Issue Date.

^40^ NTD: To be the fourth anniversary of the Issue Date.

^41^ NTD: To be the fourth anniversary of the Issue Date.

^42^ STB Team: We’d recommend that the principals discuss the provisional call provisions directly in the interest of time, since they are ultimately business points.

46

(F)            RedemptionNotice; Notices to Trustee. To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”) and (y) substantially contemporaneously therewith, publish, on the Company’s website or through such other public medium as the Company then uses, the information set forth in the Redemption Notice.

Such Redemption Noticemust state:

(i)            that the Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture and the aggregate principal amount of Notes being called for Redemption;

(ii)            the Redemption Date for such Redemption;

(iii)          the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(E));

(iv)          the name and address of the Paying Agent and the Conversion Agent;

(v)          that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full);

(vi)          the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);

(vii)         the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and prior to the Close of Business on the Business Day immediately before such Redemption Date; provided, that such Settlement Method shall be Physical Settlement for any conversions during such period of any Note called for redemption under a Provisional Call Redemption;

(viii)       that Notes called for Redemption must be delivered to the Paying Agent (in the case of Physical Notes) or the Depositary Procedures must be complied with (in the case of Global Notes) for the Holder thereof to be entitled to receive the Redemption Price; and

47

(ix)          the CUSIP number(s), if any, of the Notes.

On or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent. At the Company’s written request, the Trustee will give the Redemption Notice in the Company’s name and at its expense, provided that the Company delivers to the Trustee, at least five Business Days in the case of Physical Notes and two Business Days in the case of Global Notes prior to the Redemption Notice Date (unless the Trustee agrees to a shorter period), the Redemption Notice and an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this Section 4.03(F).

If the Company elects to redeem Notes pursuant to this Section 4.03, then it will furnish to the Trustee, an Officer’s Certificate setting forth the Section of this Indenture pursuant to which the Redemption will occur, the applicable Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price. If the Registrar is not the Trustee, then the Company will, concurrently with each Redemption Notice, deliver, or cause the Registrar to deliver, to the Trustee a certificate (upon which the Trustee may rely exclusively) setting forth the principal amounts of Notes held by each Holder.

(G)            Selection,Conversion and Transfer of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called for Redemption, then:

(i)            the Notes to be redeemed will be selected as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, by lot, on a pro rata basis or in such other manner as the Trustee shall deem appropriate and fair; and

(ii)            if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.

(H)            Paymentof the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to **Section 4.03(E)**on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

Article5.	CONVERSION
Section 5.01	RIGHT TO CONVERT.
---	---

(A)          Generally. Subject to the provisions of this Article 5, each Holder may, at its option, convert such Holder’s Notes into Conversion Consideration.

48

(B)           Conversionsin Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations. Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion of a Note.

(C)           WhenNotes May Be Converted.

(i)            Generally. A Holder may convert its Notes at any time until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.

(ii)          Limitationsand Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:

(1)            Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day;

(2)            in no event may any Note be converted after the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date;

(3)            if a Fundamental Change Repurchase Notice is validly delivered pursuant to **Section 4.02(F)**with respect to any Note, then such Note may not be converted, except to the extent (a) any portion of such Note is not subject to such notice; (b) such notice is withdrawn in accordance with Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture (or a third party fails to make such payment in accordance with Section 4.02(H)); and

(4)            if the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Indenture.

(iii)            Conversionupon Redemption. If the Company calls all or any Notes for Redemption, then the Holder of any Note called for Redemption may convert such Note at any time before the Close of Business on the Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full). After that time, the right to convert such Notes on account of the Company’s delivery of the Notice of Redemption will expire.

Section 5.02	CONVERSION PROCEDURES.

(A)          Generally.

(i)            GlobalNotes. To convert a beneficial interest in a Global Note, the owner of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at which time such conversion will become irrevocable); and (2) pay any amounts due pursuant to **Section 5.02(D)**or Section 5.02(E).

49

(ii)            PhysicalNotes. To convert all or a portion of a Physical Note, the Holder of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to such Physical Note or a facsimile of such conversion notice; (2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Conversion Agent may require; and (4) pay any amounts due pursuant to **Section 5.02(D)**or Section 5.02(E).

(B)            Effectof Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to **Section 5.03(B)**or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the extent provided in Section 5.02(D).

(C)            Holderof Record of Conversion Shares. The Person in whose name any Common Shares are issuable upon conversion of any Note will be deemed to become the holder of record of such share as of the Close of Business on the Conversion Date for such conversion.

(D)            InterestPayable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause (i) above (regardless of whether the converting Holder was the Holder on the corresponding Regular Record Date); provided, however, that the Holder surrendering such Note for conversion need not deliver such cash (w) if the Company has specified a Redemption Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; (x) if such Conversion Date occurs after the Regular Record Date immediately before the Maturity Date; (y) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (z) to the extent of any overdue interest or interest that has accrued on any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. For the avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date, any Redemption Date and any Fundamental Change Repurchase Date described in clauses (w) through (z) above, then the Company will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity Date or other applicable Interest Payment Date to Holders as of the Close of Business on the Regular Record Date immediately before the Maturity Date or other applicable Interest Payment Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount pursuant to the first sentence of this Section 5.02(D).

50

(E)            Taxesand Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue or delivery of Common Shares upon such conversion; provided, however, that if any tax or duty is due because such Holder requested such Conversion Shares to be registered in a name other than such Holder’s name, then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Conversion Agent may refuse to deliver any such shares to be issued in a name other than that of such Holder.

(F)            ConversionAgent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly (and, in any event, no later than the Business Day the Conversion Agent receives such Note or notice) notify the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the Company to determine the Conversion Date for such Note.

Section 5.03	SETTLEMENT UPON CONVERSION.

(A)            SettlementMethod. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, (x) Common Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1)(a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2)(a “Cash Settlement”); or (z) a combination of cash and Common Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3)(a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, that:

(i)            if any Notes are called for Redemption, then the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the Close of Business on the Business Day immediately before the related Redemption Date; provided, that Physical Settlement shall apply to any conversions during such period of any Note called for redemption under a Provisional Call Redemption;

(ii)           subject to the proviso in the preceding clause (i) of this Section 5.03(A), if the Company does not timely elect a Settlement Method with respect to the conversion of a Note (where the Company has the right to elect the Settlement Method), then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);

51

(iii)          if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default);

(iv)          the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates); and

(v)           the Settlement Method will be subject to Section 5.09(A)(2).

In addition, subject to clause (i) of this Section 5.03(A), the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes in connection with a Redemption (if any) with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes in connection with a Redemption (if any) with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G)(it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

(B)            ConversionConsideration.

(i)            Generally. Subject to **Section 5.03(B)(ii)**and Section 5.03(B)(iii), the type and amount of consideration (the “ConversionConsideration”) due in respect of each $1,000 principal amount of a Note to be converted will be as follows:

(1)            if Physical Settlement applies to such conversion, a number of Common Shares equal to the Conversion Rate in effect on the Conversion Date for such conversion plus a number of Common Shares equal to the accrued and unpaid interest on such Note to, but excluding, the Conversion Date, divided by the Conversion Price;

(2)            if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading Day in the Observation Period for such conversion, plus accrued and unpaid interest on such Note to, but excluding, the Conversion Date; or

(3)            if Combination Settlement applies to such conversion, consideration consisting of (a) a number of Common Shares equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (b) an amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period plus accrued and unpaid interest on such Note to, but excluding, the Conversion Date.

52

(ii)           Cashin Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of Common Shares deliverable pursuant to **Section 5.03(B)(i)**upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

(iii)          Conversionof Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

(iv)          Noticeof Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following receipt of notice of conversion, but in any event within one (1) Trading Day after the Conversion Date and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. None of the Trustee, the Conversion Agent or the Paying Agent will have any duty to make any such determination.

(C)            Deliveryof the Conversion Consideration. Except as set forth in **Sections 5.05(C)**and 5.09, the Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion, provided that with respect to conversions for which Physical Settlement applies and the relevant Conversion Date occurs after the Regular Record Date immediately preceding the Maturity Date, (x) such settlement will occur on the Maturity Date (or, if the Maturity Date is not a Business Day, on the next succeeding Business Day) and (y) the Conversion Date will instead be deemed to be the second (2^nd^) Scheduled Trading Day immediately before the Maturity Date.

(D)            [Reserved]

Section 5.04	RESERVE AND STATUS OF COMMON SHARES ISSUED UPON CONVERSION.

(A)            StockReserve. At all times when any Notes are outstanding, the Company will reserve, out of its authorized but unissued and unreserved Common Shares, a number of Common Shares sufficient to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07.

53

(B)            Statusof Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Shares are then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

Section 5.05	ADJUSTMENTS TO THE CONVERSION RATE.

(A)            EventsRequiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

(i)            StockDividends, Splits and Combinations. If the Company issues solely Common Shares as a dividend or distribution on all or substantially all Common Shares, or if the Company effects a stock split or a stock combination of the Common Shares (in each case excluding an issuance solely pursuant to a Common Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula:

where:

CR0 =	the Conversion Rate in effect immediately before the Open of<br>Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date<br>of such stock split or stock combination, as applicable;
CR1<br> =	the Conversion Rate in effect immediately after the Open of<br>Business on such Ex-Dividend Date or immediately after the Open of Business on such effective date, as applicable;
---	---
OS0<br> =	the number of Common Shares outstanding immediately before the<br>Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock<br>split or stock combination; and
---	---
OS1<br> =	the number of Common Shares outstanding immediately after giving<br>effect to such dividend, distribution, stock split or stock combination.
---	---

54

Any adjustment to the Conversion Rate pursuant to this **Section 5.05(A)(i)**will become effective as of the time set forth in CR1 above. If any dividend or distribution of the type described in this **Section 5.05(A)(i)**is declared, but not so paid, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect had such dividend or distribution not been declared.

(ii)            Rights,Options and Warrants. If the Company distributes, to all or substantially all holders of Common Shares, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which **Sections 5.05(A)(iii)(1)**and **5.05(D)**will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the date such distribution is announced, to subscribe for or purchase Common Shares at a price per share that is less than the average of the Last Reported Sale Prices per Common Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the following formula:

where:

CR0<br> =	the Conversion Rate in effect immediately before the Open of<br>Business on the Ex-Dividend Date for such distribution;
CR1<br> =	the Conversion Rate in effect immediately after the Open of<br>Business on such Ex-Dividend Date;
---	---
OS =	the number of Common Shares outstanding immediately before the<br>Open of Business on such Ex- Dividend Date;
---	---
X =	the total number of Common Shares issuable pursuant to such<br>rights, options or warrants; and
---	---
Y =	a number of Common Shares obtained by dividing (x) the<br>aggregate price payable to exercise such rights, options or warrants by (y) the average of the Last Reported Sale Prices per Common<br>Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution<br>is announced.
---	---

Any adjustment to the Conversion Rate pursuant to this **Section 5.05(A)(ii)**will be made successively whenever any such rights, options or warrants are distributed and will become effective as of the time set forth in CR1 above. To the extent that Common Shares are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of delivery of only the number of Common Shares actually delivered upon exercise of such rights, options or warrants. To the extent such rights, options or warrants are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the Ex-Dividend Date for the distribution of such rights, options or warrants not occurred.

55

For purposes of this Section 5.05(A)(ii), in determining whether any rights, options or warrants entitle holders of Common Shares to subscribe for or purchase Common Shares at a price per share that is less than the average of the Last Reported Sale Prices per Common Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Board of Directors.

(iii)          Spin-Offs and Other Distributed Property.

(1)            DistributionsOther than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Shares, excluding:

(u)            dividends, distributions, rights, options or warrants for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to **Section 5.05(A)(i)**or 5.05(A)(ii);

(v)            dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);

(w)            rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 5.05(D);

(x)            Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iii)(2);

(y)            a distribution solely pursuant to a tender offer or exchange offer for Common Shares, as to which **Section 5.05(A)(v)**will apply; and

(z)            a distribution solely pursuant to an Common Share Change Event, as to which Section 5.09 will apply,

56

then the Conversion Rate will be increased based on the following formula:

where:

CR0 =	the Conversion Rate in effect immediately before the Open of<br>Business on the Ex-Dividend Date for such distribution;
CR1=	the Conversion Rate in effect immediately after the Open of<br>Business on such Ex-Dividend Date;
---	---
SP =	the average of the Last Reported Sale Prices per Common Share for the ten (10) consecutive Trading Days ending on, and including,<br>the Trading Day immediately before such Ex-Dividend Date; and
---	---
FMV =	the fair market value (as determined by the Board of Directors), as of such Ex-Dividend Date, of the shares<br>of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per Common Share pursuant to such<br>distribution.
---	---

Any adjustment to the Conversion Rate pursuant to this **Section 5.05(A)(iii)(1)**will become effective as of the time set forth in CR1 above. However, if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and on the same terms as holders of Common Shares, and without having to convert its Notes, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date, a number of Common Shares equal to the Conversion Rate in effect on such Record Date.

To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

57

(2)            Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Shares (other than solely pursuant to (x) a Common Share Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Common Shares, as to which **Section 5.05(A)(v)**will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula:

where:

CR0<br> =	the Conversion Rate in effect immediately before the Close of<br>Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;
CR1<br> =	the Conversion Rate in effect immediately after the Close of<br>Business on the last Trading Day of the Spin-Off Valuation Period;
---	---
FMV =	the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital<br>Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off ValuationPeriod”) beginning on, and including, the Ex-Dividend Date for such Spin-Off (such average to be determined as if references<br>to Common Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such<br>Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per<br>Common Share in such Spin-Off; and
---	---
SP =	the average of the Last Reported Sale Prices per Common Share for each Trading Day in the Spin-Off Valuation<br>Period.
---	---

Any adjustment to the Conversion Rate pursuant to this **Section 5.05(A)(iii)(2)**will become effective as of the time set forth in CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex- Dividend Date for such Spin-Off to, and including, such Conversion Date.

To the extent any dividend or distribution of the type set forth in this **Section 5.05(A)(iii)(2)**is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

58

(iv)            CashDividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Shares, then the Conversion Rate will be increased based on the following formula:

where:

CR0 =	the Conversion Rate in effect immediately before the Open of<br>Business on the Ex-Dividend Date for such dividend or distribution;
CR1<br> =	the Conversion Rate in effect immediately after the Open of<br>Business on such Ex-Dividend Date;
---	---
SP =	the Last Reported Sale Price per Common Share on the Trading Day immediately before the Ex- Dividend Date for such dividend or distribution;<br>and
---	---
D =	the cash amount distributed per Common Share in such dividend or distribution.
---	---

Any adjustment to the Conversion Rate pursuant to this **Section 5.05(A)(iv)**will become effective as of the time set forth in CR1 above. However, if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Common Shares, and without having to convert its Notes, the amount of cash that such Holder would have received if such Holder had owned, on such record date, a number of Common Shares equal to the Conversion Rate in effect on such record date.

To the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v)            TenderOffers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per Common Share in such tender or exchange offer exceeds the average of the Last Reported Sale Prices per Common Share over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (such period, the “Tender/ExchangeOffer Valuation Period”), then the Conversion Rate will be increased based on the following formula:

59

where:

CR0<br> =	the Conversion Rate in effect immediately before the Close of<br>Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;
CR1<br> =	the Conversion Rate in effect immediately after the Close of<br>Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;
---	---
AC =	the aggregate value (determined as of the time (the “Expiration Time”) such tender<br>or exchange offer expires by the Board of Directors) of all cash and other consideration paid for Common Shares purchased or exchanged<br>in such tender or exchange offer;
---	---
OS0<br> =	the number of Common Shares outstanding immediately before the<br>Expiration Time (including all Common Shares accepted for purchase or exchange in such tender or exchange offer);
---	---
OS1<br> =	the number of Common Shares outstanding immediately after the<br>Expiration Time (excluding all Common Shares accepted for purchase or exchange in such tender or exchange offer); and
---	---
SP =	the average of the Last Reported Sale Prices per Common Share over the ten (10) consecutive Trading<br>Day period Tender/Exchange Offer Valuation Period;
---	---

provided, however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided in the immediately following paragraph. Any adjustment to the Conversion Rate pursuant to this **Section 5.05(A)(v)**will become effective as of the time set forth in CR1 above. Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date.

60

To the extent such tender or exchange offer is announced but not consummated (including as a result of the Company being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of Common Shares in such tender or exchange offer are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of Common Shares, if any, actually made, and not rescinded, in such tender or exchange offer.

(B)            NoAdjustments in Certain Cases.

(i)            WhereHolders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A)(other than a stock split or combination of the type set forth in **Section 5.05(A)(i)**or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates, at the same time and on the same terms as holders of Common Shares, and solely by virtue of being a Holder of Notes, in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of Common Shares equal to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

(ii)            CertainEvents. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section 5.07. Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:

(1)            the sale of Common Shares for a purchase price that is less than the market price per Common Share or less than the Conversion Price;

(2)            the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in Common Shares under any such plan;

(3)            the issuance of any Common Shares or options or rights to purchase Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(4)            the issuance of any Common Shares pursuant to any option, warrant, right or convertible or exchangeable security of the Company outstanding as of the Issue Date;

(5)            solely a change in the par value of the Common Shares;

(6)            accrued and unpaid interest on the Notes; or

(7)            the Mergers and any transactions contemplated by the Transaction Agreements (as defined in the Merger Agreement).

61

(C)            If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Company may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would result in an aggregate change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note or any VWAP Trading Day of an Observation Period for any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; and (iv) [ ● ], 20[●]^43^.

(D)            AdjustmentsNot Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i)            a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(ii)            the Record Date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to **Section 5.05(A)**has occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement) or on or before any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;

(iii)            the Conversion Consideration due upon such conversion includes any whole Common Shares (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional Common Shares (in the case of Combination Settlement); and

(iv)            such shares are not entitled to participate in such event (because they were not held on the related Record Date or otherwise),

then, solely for purposes of such conversion, the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date.

(E)            Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i)            a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5.05(A);

^43^ NTD: To be linked to Issue Date.

62

(ii)            a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(iii)          the Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related Record Date;

(iv)          the Conversion Consideration due upon such conversion includes any whole Common Shares (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional Common Shares (in the case of Combination Settlement), in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and

(v)          such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),

then (x) in the case of Physical Settlement, such Conversion Rate adjustment will not be given effect for such conversion and the Common Shares issuable upon such conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that would have been delivered in such dividend or distribution with respect to such Common Shares had such shares been entitled to participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the Common Shares issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such dividend or distribution.

(F)            StockholderRights Plans. If any Common Shares are to be issued upon conversion of any Note and, at the time of such conversion, the Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture upon such conversion, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Shares at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to **Section 5.05(A)(iii)(1)**on account of such separation as if, at the time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Common Shares, subject to readjustment in accordance with such Section if such rights expire, terminate or are redeemed.

(G)            Limitationon Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to **Section 5.05(A)**or Section 5.07 to an amount that would result in the Conversion Price per Common Share being less than the par value per Common Share.

63

(H)            EquitableAdjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a span of multiple days (including, without limitation, to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will, acting in good faith and a commercially reasonable manner, make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date, Ex-Dividend Date, effective date or expiration date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

(I)            Calculationof Number of Outstanding Common Shares. For purposes of Section 5.05(A), the number of Common Shares outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of Common Shares; and (ii) exclude Common Shares held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on Common Shares held in its treasury).

(J)            Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of an Common Share (with 5/100,000ths rounded upward).

(K)            Noticeof Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

Section 5.06	VOLUNTARY ADJUSTMENTS.

(A)            Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either (x) in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Shares or rights to purchase Common Shares as a result of any dividend or distribution of Common Shares (or rights to acquire shares) or any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase is irrevocable during such period.

(B)            Noticeof Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 5.06(A), then, no later than the first (1st) Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A), the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during which such increase will be in effect.

Section 5.07	ADJUSTMENTS TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE FUNDAMENTAL CHANGE.

(A)            Generally. If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during the related Make-Whole Fundamental Change Conversion Period, then, subject to this Section 5.07, the Conversion Rate applicable to such conversion will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such Make-Whole Fundamental Change:

[ ● ]^44^

^44^ NTD: RBC to provide grid.

64

If such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:

(i)            if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date is between two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional Shares set forth for the higher and lower Stock Prices in the table above or the earlier and later dates in the table above, based on a three hundred sixty five (365)- or three hundred sixty six (366)-day year, as applicable; and

(ii)            if the Stock Price is greater than $[ ● ] (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $[ ● ] (subject to adjustment in the same manner), per share, then no Additional Shares will be added to the Conversion Rate.

Notwithstanding anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds [ ● ] Common Shares per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).

(B)            Adjustmentof Stock Prices and Additional Shares. The Stock Prices in the first row (i.e., the column headers) of the table set forth in **Section 5.07(A)**will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Price is adjusted as a result of the operation of Section 5.05(A). The numbers of Additional Shares in the table set forth in **Section 5.07(A)**will be adjusted in the same manner as, and at the same time and for the same events for which, the Conversion Rate is adjusted pursuant to Section 5.05(A).

(C)            Noticeof the Occurrence of a Make-Whole Fundamental Change. If a Make-Whole Fundamental Change occurs, then, in no event later than the Business Day immediately after the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change, the Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change, briefly stating the circumstances under which the Conversion Rate will be increased pursuant to this Section 5.07 in connection with such Make-Whole Fundamental Change.

65

Section 5.08	EXCHANGE IN LIEU OF CONVERSION.

Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Note is submitted for conversion, the Company may elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by the Company. To make such election, the Company must send written notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the Close of Business on the Business Day immediately following the Conversion Date for such Note. If the Company has made such election, then:

(A)           no later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver the Conversion Consideration (or such other amount agreed to by such converting Holder and such financial institution) (such consideration, collectively, the “ExchangeConsideration”) in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5;

(B)           if such Note is a Global Note, then such designated institution will send written confirmation to the Conversion Agent promptly after wiring the cash Exchange Consideration, if any, and delivering any other Exchange Consideration, due upon such conversion to the Holder of such Note; and

(C)           such Note will not cease to be outstanding by reason of such exchange in lieu of conversion;

provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Exchange Consideration, then the Company will be responsible for delivering the Conversion Consideration otherwise due upon conversion in the manner and at the time provided in this Article 5 as if the Company had not elected to make an exchange in lieu of conversion. The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and will have no liability in respect of such exchange election.

Section 5.09	EFFECT OF COMMON SHARE CHANGE EVENT.

(A)            Generally. If there occurs any:

(i)            recapitalization, reclassification or change of the Common Shares (other than (x) changes solely resulting from a subdivision or combination of the Common Shares (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);

(ii)           consolidation, merger, combination or binding or statutory share exchange involving the Company;

(iii)          sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or

(iv)          other similar event,

and, as a result of which, the Common Shares are converted into, or is exchanged for, or represent solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, an “Common Share Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) Common Share would be entitled to receive on account of such Common Share Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes,

66

(1)            from and after the effective time of such Common Share Change Event, (I) the Conversion Consideration due upon conversion of any Note will be determined in the same manner as if each reference to any number of Common Shares in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 4.03, each reference to any number of Common Shares in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Shares” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;

(2)            if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of such Common Share Change Event and will pay the cash due upon such conversions no later than the second (2nd) Business Day after the relevant Conversion Date; and

(3)            for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per Common Share, by the holders of Common Shares. The Company will notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.

67

At or before the effective time of such Common Share Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common Share Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Conversion Rate pursuant to **Section 5.05(A)**in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company determines in good faith and in a commercially reasonable manner are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders.

(B)            Noticeof Common Share Change Events. The Company will provide notice of each Common Share Change Event to Holders, the Trustee and the Conversion Agent no later than the second (2nd) Business Day after the effective date of such Common Share Change Event.

(C)            ComplianceCovenant. The Company will not become a party to any Common Share Change Event unless its terms are consistent with this Section 5.09.

Article 6.	SUCCESSORS
Section 6.01	WHEN THE COMPANY MAY MERGE, ETC.
---	---

(A)           Generally. The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Business Combination Event”), unless:

(i)            the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the “SuccessorCorporation”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s obligations under this Indenture and the Notes; and

(ii)           immediately after giving effect to such Business Combination Event, no Default or Event of Default will have occurred and be continuing.

For the avoidance of doubt, the consummation of the Mergers pursuant to the Merger Agreement shall be deemed to comply with the provisions of this Indenture notwithstanding the foregoing.

(B)            Deliveryof Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

68

Section 6.02	SUCCESSOR CORPORATION SUBSTITUTED.

At the effective time of any Business Combination Event that complies with Section 6.01, the Successor Corporation (if not the Company) will succeed to, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Corporation had been named as the Company in this Indenture and the Notes, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Indenture and the Notes.

Article7.	DEFAULTSAND REMEDIES
Section 7.01	EVENTS OF DEFAULT.
---	---

(A)           Definitionof Events of Default. “Event of Default” means the occurrence of any of the following:

(i)            a default in the payment when due (whether at maturity, upon Redemption, Repurchase Upon Fundamental Change or otherwise) of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;

(ii)           a default for thirty (30) consecutive days in the payment when due of interest on any Note;

(iii)          the Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice of Make-Whole Fundamental Change pursuant to Section 5.07(C), if such failure is not cured within five (5) Business Days after its occurrence;

(iv)          a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion right with respect thereto, if such default is not cured within three (3) Business Days after its occurrence;

(v)           a default in the Company’s obligations under Article 6 or in any Guarantor’s obligations under Section 9.04;

(vi)          (A) a default in the Company’s obligations under **Section 3.08(b)**and/or Section 3.08(c);

(B) a default (or such similar or equivalent term) by the Company or any subsidiary of the Company, shall have occurred under (a) the Revolving Credit Facility or (b) solely if the Revolving Credit Facility has been terminated and not replaced, the Revolving Credit Facility that existed immediately prior to such termination as if such Revolving Credit Facility was still in effect, in each case regardless of whether such default shall have been waived, remedied or otherwise cured thereunder;

(vii)         a default in any of the Company’s obligations or agreements, or in any Guarantor’s obligations or agreements, under this Indenture or the Notes (other than a default set forth in clauses (i), (ii), (iii), (iv), (v) or (vi) of this Section 7.01(A)) where such default is not cured or waived within sixty (60) days after written notice to the Company by the Trustee, or to the Company and the Trustee by Holders of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;

69

(viii)        a default by the Company or any of its Significant Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there is outstanding, or by which there is secured or evidenced, any indebtedness for money borrowed of at least $10.0 million dollars (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:

(1)            constitutes a failure to pay the principal of such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period; or

(2)            results in such indebtedness becoming or being declared due and payable before its stated maturity, in each case where such default is not cured or waived within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding;

(ix)          failure by the Company or any of its Significant Subsidiaries or any group of Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final non-appealable judgments of a court of competent jurisdiction aggregating in excess of $10.0 million dollars (or its foreign currency equivalent) (net of any amounts for which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid, discharged or stayed for a period of sixty (60) days or more after such judgment becomes final;

(x)           any Guarantee is not or ceases to be in full force and effect except as otherwise provided in this Indenture or any Guarantor denies or disaffirms its obligations under its Guarantee, in each case within five (5) days following a Collateral Triggering Event or at any time thereafter;

(xi)          Any Collateral Document is not or ceases to be in full force and effect except as otherwise provided in this Indenture or any Guarantor denies or disaffirms its obligations under such Collateral Document, in each case within five (5) days following a Collateral Triggering Event or at any time thereafter;

(xii)          the Company, the Guarantors or any of their Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1)            commences a voluntary case or proceeding;

(2)            consents to the entry of an order for relief against it in an involuntary case or proceeding;

70

(3)             consents to the appointment of a custodian of it or for any substantial part of its property;

(4)             makes a general assignment for the benefit of its creditors;

(5)             takes any comparable action under any foreign Bankruptcy Law; or

(6)             generally is not paying its debts as they become due; or

(xiii)            a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(1)             is for relief against Company, the Guarantors or any of their Significant Subsidiaries in an involuntary case or proceeding;

(2)             appoints a custodian of the Company, the Guarantors or any of their Significant Subsidiaries, or for any substantial part of the property of the Company or any of its Significant Subsidiaries;

(3)             orders the winding up or liquidation of the Company, the Guarantors or any of their Significant Subsidiaries; or

(4)             grants any similar relief under any foreign Bankruptcy Law,  and, in each case under this Section 7.01(A)(xiii), such order or decree remains unstayed and in effect for at least sixty (60) days.

(B)            CauseIrrelevant. Each of the events set forth in **Section 7.01(A)**will constitute an Event of Default regardless of the cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 7.02****ACCELERATION.

(A)            AutomaticAcceleration in Certain Circumstances. If an Event of Default set forth in **Sections 7.01(A)(xii)**or **7.01(A)(xiii)**occurs with respect to the Company or any Guarantor (and not solely with respect to a Significant Subsidiary of the Company or any Guarantor), then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any Person.

(B)            OptionalAcceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in **Sections7.01(A)(xii)**or **7.01(A)(xiii)**with respect to the Company or any Guarantor and not solely with respect to a Significant Subsidiary of the Company or any Guarantor) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.

71

(C)            Rescissionof Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all Holders, rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal of, or interest on, the Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.

Section 7.03****SOLEREMEDY FOR A FAILURE TO REPORT.^45^

(A)            Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event of Default (a “Reporting Event of Default”) pursuant to **Section 7.01(A)(vi)**arising from the Company’s failure to comply with Section 3.02 will, for each of the first sixty (60) calendar days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the relevant Reporting Event of Default from, and including, the sixty first (61st) calendar day on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, such sixty first (61st) calendar day (it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(C)).

(B)            Amountand Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to **Section 7.03(A)**will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first thirty (30) days on which Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however, that in no event will Special Interest accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence.

(C)            Noticeof Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders, the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a written notice that (i) briefly describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default.

(D)            Noticeto Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any Special Interest is payable or the amount thereof.

^45^ STB Team: We understand the concern here and would propose a shorter time where Special Interest is applicable. Alternatively we could include a longer cure period for these, but we think that this is more in-line with the standard convert structure.

72

(E)            NoEffect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting Event of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of Default.

Section 7.04****OTHERREMEDIES.

(A)            TrusteeMay Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available remedy to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture or the Notes.

(B)            ProceduralMatters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.

Section 7.05****WAIVEROF PAST DEFAULTS.

An Event of Default pursuant to clauses (i), (ii), **(iv)**or **(vii)**of Section 7.01(A)(that, in the case of **clause(vii)**only, results from a Default under any covenant that cannot be amended without the consent of each affected Holder), and a Default that could lead to such an Event of Default, can be waived only with the consent of each affected Holder. Each other Default or Event of Default may be waived, on behalf of all Holders, by the Holders of a majority in aggregate principal amount of the Notes then outstanding. If an Event of Default is so waived, then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent or other Default or Event of Default or impair any right arising therefrom.

Section 7.06****CONTROLBY MAJORITY.

Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law, this Indenture or the Notes, or that the Trustee determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to determine whether any action is prejudicial to any Holder) or may involve the Trustee in liability. Prior to taking any action under this Indenture, the Trustee is entitled to security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such direction.

73

Section 7.07****LIMITATIONON SUITS.

No Holder may pursue any remedy with respect to this Indenture or the Notes (except to enforce (x) its rights to receive the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Notes; or (y) the Company’s obligations to convert any Notes pursuant to Article 5), unless:

(A)            such Holder has previously delivered to the Trustee notice that an Event of Default is continuing;

(B)            Holders of at least twenty-five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a request to the Trustee to pursue such remedy;

(C)            such Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;

(D)            the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer of security or indemnity; and

(E)            during such sixty (60) calendar day period, Holders of a majority in aggregate principal amount of the Notes then outstanding do not deliver to the Trustee a direction that is inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.

Section 7.08****ABSOLUTERIGHT OF HOLDERS TO INSTITUTE SUIT FOR THE ENFORCEMENT OF THE RIGHT TO RECEIVE PAYMENT AND CONVERSION CONSIDERATION.

Notwithstanding anything to the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the Conversion Consideration due pursuant to Article 5 upon conversion of, such Note on or after the respective due dates therefor provided in this Indenture and the Notes, will not be impaired or affected without the consent of such Holder.

Section 7.09****COLLECTIONSUIT BY TRUSTEE.

The Trustee will have the right, upon the occurrence and continuance of an Event of Default pursuant to clauses (i), **(ii)**or (iv) of Section 7.01(A), to recover judgment in its own name and as trustee of an express trust against the Company for the total unpaid or undelivered principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, or Conversion Consideration due pursuant to Article 5 upon conversion of, the Notes, as applicable, and, to the extent lawful, any Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of collection, including compensation provided for in Section 11.06.

74

Section 7.10****TRUSTEEMAY FILE PROOFS OF CLAIM.

The Trustee has the right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable on any such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to the Trustee pursuant to Section 11.06. To the extent that the payment of any such compensation, expenses, disbursements, advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured by a lien (senior to the Notes) on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding (whether in liquidation or under any plan of reorganization or arrangement or otherwise). Nothing in this Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.11****PRIORITIES.

The Trustee will pay or deliver in the following order any money or other property that it collects pursuant to this Section 7:

First:      to the Trustee, each Note Agent and each of their agents and attorneys for amounts due under Section 11.06, including payment of all fees, compensation, indemnity claims, expenses and liabilities incurred, and all advances made, by the Trustee and the Note Agents and the costs and expenses of collection;

Second:   to Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Redemption Price or the Fundamental Change Repurchase Price for, or any interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably, and without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and

Third:     to the Company or such other Person as a court of competent jurisdiction directs.

The Trustee may fix a record date and payment date for any payment or delivery to the Holders pursuant to this Section 7.11, in which case the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record date, to each Holder and the Trustee a notice stating such record date, such payment date and the amount of such payment or nature of such delivery, as applicable.

75

Section 7.12****UNDERTAKINGFOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or the Notes or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such suit of an undertaking to pay the costs of such suit, and (B) assess reasonable costs (including reasonable attorneys’ fees) against any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant party; provided, however, that this Section 7.12 does not apply to any suit by the Trustee, any suit by a Holder pursuant to Section 7.08 or any suit by one or more Holders of more than ten percent (10%) in aggregate principal amount of the Notes then outstanding.

**Article 8.**AMENDMENTS,SUPPLEMENTS AND WAIVERS

Section 8.01****WITHOUTTHE CONSENT OF HOLDERS.

Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:

(A)            cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes, as set forth in an Officer’s Certificate; provided, that any such cure and/or correction is not materially adverse to any Holder;

(B)             add guarantees with respect to the Company’s obligations under this Indenture or the Notes;

(C)             secure the Notes or any Guarantee;

(D)            add to the Company’s or any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or any Guarantor;

(E)             provide for the assumption of the Company’s or any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 and Article 9, as applicable;

(F)             enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with an Common Share Change Event;

(G)           subject to the limitation of Section 5.03(A)(i), irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method therefore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A);

(H)            evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;

(I)              provide for or confirm the issuance of additional Notes pursuant to **Section 2.03(B)**or PIK Notes pursuant to Section 2.03(C);

76

(J)              comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or

(K)            make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect.

Section 8.02****WITHTHE CONSENT OF HOLDERS.

(A)            Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:

(i)               reduce the principal, or extend the stated maturity, of any Note;

(ii)              reduce the Redemption Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes will be redeemed or repurchased by the Company;

(iii)             reduce the rate, or extend the time for the payment, of interest on any Note;

(iv)            make any change that adversely affects the conversion rights of any Note;

(v)             impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);

(vi)            change the ranking of the Notes or the Guarantees;

(vii)            other than in accordance with the provisions of this Indenture, modify any Guarantee or release any Guarantee or a Guarantor from its Obligations under this Indenture, in each case, in any manner materially adverse to the Holders;

(viii)           make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;

(ix)             reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or

(x)              make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder.

For the avoidance of doubt, pursuant to clauses (i), (ii), **(iii)**and **(iv)**of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

77

(B)            HoldersNeed Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

*(C)*TreasuryNotes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Affiliate of the Company, shall not be considered outstanding.

Section 8.03****NOTICEOF AMENDMENTS, SUPPLEMENTS AND WAIVERS.

As soon as reasonably practicable after any amendment, supplement or waiver pursuant to Sections 8.01 or 8.02 becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.04****REVOCATION,EFFECT AND SOLICITATION OF CONSENTS; SPECIAL RECORD DATES; ETC.

(A)            Revocationand Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as the consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section 8.04(B)) any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement or waiver becomes effective.

(B)            SpecialRecord Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Section 8.04. If a record date is fixed, then, notwithstanding anything to the contrary in Section 8.04(A), only Persons who are Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously given or to take any such action, regardless of whether such Persons continue to be Holders after such record date; provided, however, that no such consent will be valid or effective for more than one hundred and twenty (120) calendar days after such record date.

(C)            Solicitationof Consents. For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

(D)            Effectivenessand Binding Effect. Each amendment, supplement or waiver pursuant to this Section 8.04 will become effective in accordance with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind every Holder of such Note (or such portion).

78

Section 8.05****NOTATIONSAND EXCHANGES.

If any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.06****TRUSTEETO EXECUTE SUPPLEMENTAL INDENTURES.

The Trustee will execute and deliver any amendment or supplemental indenture authorized pursuant to this Section 8; provided, however, that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that adversely affects the Trustee’s rights, duties, liabilities or immunities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). In executing any amendment or supplemental indenture, the Trustee will be entitled to receive, and (subject to Sections 11.01 and 11.02) will be fully protected in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture is valid, binding and enforceable against each of the Company and the Guarantors in accordance with its terms.

**Article 9.**GUARANTEES

Section 9.01****GUARANTEES

(A)             Generally. By its execution of this Indenture (or by any amended or supplemental indenture pursuant to Section 8.01(B)), each Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that such Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits. Subject to this Article 9, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that:

(i)               the principal of, any interest on, and any Conversion Consideration for, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise, and interest on the overdue principal of, any interest on (including any additional interest), or any Conversion Consideration for, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under this Indenture or the Notes, will be promptly paid or delivered in full or performed, as applicable, in each case in accordance with this Indenture and the Notes; and

79

(ii)              in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise, (collectively, the “Guaranteed Obligations”), in each case subject to Section 9.02.

Upon the failure of any payment when due of any amount so guaranteed, and upon the failure of any performance so guaranteed, for whatever reason, the Guarantors will be jointly and severally obligated to pay or perform, as applicable, the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Notwithstanding anything to the contrary herein, a Contingent Guarantor shall not be deemed a Guarantor until the occurrence of a Collateral Triggering Event. Following a Collateral Triggering Event, the Contingent Guarantors shall be deemed to be “Guarantors” and the Guarantee of such Contingent Guarantor shall be effective as of the date of such Collateral Triggering Event; provided that, as provided in Section 3.04, upon a Collateral Triggering Event arising under or related to a default in the Company’s obligations under Section 3.08(b) and/or Section 3.08(c), the date that the Contingent Guarantors are to be deemed as Guarantors and the effectiveness of such Contingent Guarantor’s Guarantee shall be deemed to have been Guaranteed and/or effective one (1) day before the earlier of (x) the occurrence of such Collateral Triggering Event and/or (y) the date of the incurrence of the Indebtedness giving rise to such Collateral Triggering Even.

(B)            GuaranteeIs Unconditional; Waiver of Diligence, Presentment, Etc. Each Guarantor agrees that its Guarantee of the Guaranteed Obligations is unconditional, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in this Indenture and the Notes.

(C)            Reinstatementof Guarantee Upon Return of Payments. If any Holder or the Trustee is required by any court or otherwise to return, to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any consideration paid or delivered by the Company or the Guarantors to such Holder or the Trustee, then each Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(D)            Subrogation. Each Guarantor agrees that any right of subrogation, reimbursement or contribution it may have in relation to the Holders or in respect of any Guaranteed Obligations will be subordinated to, and will not be enforceable until payment in full of, all Guaranteed Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 7, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations; and (ii) if any Guaranteed Obligations are accelerated pursuant to Article 7, then such Guaranteed Obligations will, whether or not due and payable, immediately become due and payable by the Guarantors. Each Guarantor will have the right to seek contribution from any non-paying Guarantor, but only if the exercise of such right does not impair the rights of the Holders under any Guarantee.

80

Section 9.02****LIMITATIONON GUARANTOR LIABILITY

Each Guarantor, and, by its acceptance of any Note, each Holder, confirms that each Guarantor and the Holders intend that the Guarantee of each Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. Each of the Trustee, the Holders and each Guarantor irrevocably agrees that the obligations of each Guarantor under its Guarantee will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

Section 9.03****EXECUTIONAND DELIVERY OF GUARANTEE

The execution by each Guarantor of this Indenture (or by an amended or supplemental indenture pursuant to Section 8.01(B)) evidences the Guarantee of such Guarantor, and the delivery of any Note by the Trustee after its authentication constitutes due delivery of each Guarantee on behalf of each Guarantor. A Guarantee’s validity will not be affected by the failure of any officer of a Guarantor executing this Indenture or any such amended or supplemental indenture on such Guarantor’s behalf to hold, at the time any Note is authenticated, the same or any other office at each Guarantor, and each Guarantee will be valid and enforceable even if no notation, certificate or other instrument is set upon or attached to, or otherwise executed and delivered to the Holder of, any Note.

Section 9.04****WHENGUARANTORS MAY MERGE, ETC.

(A)            Generally. No Guarantor will consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of such Guarantor and its Subsidiaries, taken as a whole, to another Person (other than the Company or another Guarantor) (a “Guarantor Business Combination Event”), unless the resulting, surviving or transferee Person is such Guarantor or, if not such Guarantor, expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Guarantor Business Combination Event, a supplemental indenture) all of such Guarantor’s obligations under this Indenture and the Notes; providedthat (a) such surviving Guarantor shall be incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia and (b) no Default or Event of Default shall exist, or would result from such Guarantor Business Combination Event. Notwithstanding the foregoing, any Guarantor may merge, consolidate, amalgamate or wind up with or into or transfer all or part of its properties and assets to the Company without regard to the requirements set forth in this Section 9.04(A).

81

(B)            Deliveryof Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Guarantor Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the related supplemental indenture) complies with Section 9.04(A); and (ii) all conditions precedent to such Guarantor Business Combination Event provided in this Indenture have been satisfied.

(C)            SuccessorCorporation Substituted. At the effective time of any Guarantor Business Combination Event that complies with **Section 9.04(A)**and Section 9.04(B), the Successor Guarantor Corporation (if not the applicable Guarantor) will succeed to, and may exercise every right and power of, such Guarantor under this Indenture and the Notes with the same effect as if such Successor Guarantor Corporation had been named as a Guarantor in this Indenture and the Notes, and, except in the case of a lease, the predecessor Guarantor will be discharged from its obligations under this Indenture and the Notes.

Section 9.05****FUTUREGUARANTORS; EFFECTIVENESS OF GUARANTEE

(A)            Until a Collateral Triggering Event occurs, the Company shall cause each Subsidiary (i) that is not a Contingent Guarantor and (ii) (x) that becomes a borrower under any Revolving Credit Facility or (y) that guarantees, on the Issue Date or any time thereafter, any obligations under any Revolving Credit Facility to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary will become a Contingent Guarantor.

(B)            Following a Collateral Triggering Event, the Company will cause each Subsidiary (i) that is not a Guarantor and (ii) (x) that becomes a borrower under any Revolving Credit Facility or (y) that guarantees, on the Issue Date or any time thereafter, any obligations under any Revolving Credit Facility, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the Guaranteed Obligations.

(C)            For the avoidance of doubt, unless and until a Collateral Triggering Event has occurred, no such Subsidiary contemplated under this Section 9.05(B) shall be deemed to be a Guarantor unless and until such Subsidiary has executed a supplemental indenture to evidence such Subsidiary’s Guarantee pursuant to Section 8.01(B).

Section 9.06****APPLICABLEOF CERTAIN PROVISIONS OF THE GUARANTORS

(A)            Officer’sCertificates and Opinions of Counsel. Upon any request or application by any Guarantor to the Trustee to take any action under this Indenture, the Trustee will be entitled to receive an Officer’s Certificate and an Opinion of Counsel pursuant to Section 12.02with the same effect as if each reference to the Company in Section 12.02or in the definitions of “Officer,” “Officer’s Certificate” or “Opinion of Counsel” were instead a reference to such Guarantor; provided, however, that no such Officer’s Certificate or Opinion of Counsel shall be necessary or provided in connection with entry into the Supplemental Indenture.

(B)            CompanyOrder. A Company Order may be given by any Guarantor with the same effect as if each reference to the Company in the definitions of “Company Order” or “Officer” were instead a reference to such Guarantor.

82

(C)            Noticesand Demands. Any notice or demand that this Indenture requires or permits to be given by the Trustee, or by any Holders, to the Company may instead be given to any Guarantor.

Section 9.07****RELEASEOF GUARANTEES

Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(A)            (i) any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of all or substantially all of the assets of such Guarantor, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture and, unless such sale, exchange, transfer or other disposition is with or to the Company, the surviving or transferee Person expressly assumes such Guarantor’s obligations in accordance with Section 9.04;

(ii)             the merger, consolidation or amalgamation of any Guarantor with and into the Company, or upon the liquidation of a Guarantor following the transfer of all of its assets to the Company; or

(iii)            the merger, consolidation or amalgamation of any Guarantor with and into a Subsidiary of the Company where such Subsidiary is the surviving Person , if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture and such Subsidiary expressly assumes such Guarantor’s obligations in accordance with Section 9.04; and

(B)             the Company and such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been complied with.

**Article 10.**SATISFACTIONAND DISCHARGE

Section 10.01****TERMINATIONOF COMPANY’S OBLIGATIONS.

This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when:

(A)            all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;

(B)            the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Holder), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);

83

(C)            the Company has paid all other amounts payable by it under this Indenture; and

(D)            the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied;

provided, however, that Section 11.06 and Section 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge.

At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Section 10.02****REPAYMENTTO COMPANY.

Subject to applicable unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists (and, at the Company’s request, promptly deliver to the Company) any cash, Conversion Consideration or other property held by any of them for payment or delivery on the Notes that remain unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Conversion Agent will have no further liability to any Holder with respect to such cash, Conversion Consideration or other property, and Holders entitled to the payment or delivery of such cash, Conversion Consideration or other property must look to the Company for payment as a general creditor of the Company.

Section 10.03****REINSTATEMENT.

If the Trustee, the Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 10.01 because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits such application, then the discharge of this Indenture pursuant to Section 10.01 will be rescinded; provided, however, that if the Company thereafter pays or delivers any cash or other property due on the Notes to the Holders thereof, then the Company will be subrogated to the rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.

**Article 11.**TRUSTEE

Section 11.01****DUTIESOF THE TRUSTEE.

(A)            If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has written notice or actual knowledge, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; providedthat the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered, and if requested, provided, to the Trustee indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

84

(B)          Except during the continuance of an Event of Default of which the Trustee has knowledge or notice as provided in Section 11.01(A):

(i)              the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and

(ii)              in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(C)         The Trustee may not be relieved from liabilities for its gross negligence or willful misconduct, except that:

(i)               this paragraph will not limit the effect of Section 11.01(B);

(ii)              the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii)             the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.06; and

(iv)             no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

(D)            Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), **(B)**and **(C)**of this Section 11.01, regardless of whether such provision so expressly provides.

(E)             No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties or in the exercise of any of its rights or powers.

(F)            The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.

85

(G)            Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 11.01.

(H)            The Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Registrar with respect to the Notes.

(I)              If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event.

(J)            Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Section 11.02****RIGHTSOF THE TRUSTEE.

(A)            The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such document.

(B)            Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.

(C)            The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.

(D)            The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture.

(E)            Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(F)            The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and, if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction.

(G)            The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

86

(H)            The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and the Trustee will incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(I)              The Trustee will not be deemed to have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the Trustee at the corporate trust office of the Trustee specified in Section 12.01, and such notice references the Notes and this Indenture and states that it is a “Notice of Default”.

(J)             The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture.

(K)            The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(L)             The permissive rights of the Trustee enumerated herein will not be construed as duties.

(M)           The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.

(N)            Notwithstanding anything to the contrary in this Indenture, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.

(O)            The Trustee shall not be responsible or liable for the actions or omissions of the Designated Transaction Representative, or any failure or delay in the performance of its duties or obligations, nor shall it be under any obligation to oversee or monitor its performance; and the Trustee shall be entitled to rely conclusively upon, any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Designated Transaction Representative, without independent verification, investigation or inquiry of any kind. The Trustee shall not be under any duty to succeed to, assume or otherwise perform any of the duties of the Designated Transaction Representative, or to appoint a successor or replacement in the event of its resignation or removal.

Section 11.03****INDIVIDUALRIGHTS OF THE TRUSTEE.

The Trustee, in its individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the Company or any of its Affiliates with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within ninety (90) days or resign as Trustee. Each Note Agent will have the same rights and duties as the trustee under this Section 11.03.

87

Section 11.04****TRUSTEE’SDISCLAIMER.

Neither the Trustee nor any Note Agent will be (A) responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes; (B) accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture; (C) responsible for the use or application of any money received by any Paying Agent other than the Trustee; and (D) responsible for any statement or recital in this Indenture, the Notes or any other document relating to the sale of the Notes or this Indenture, other than the Trustee’s certificate of authentication. Neither the Trustee nor any Note Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (ii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. Neither the Trustee nor any Note Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture as a result of the unavailability of LIBOR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Designated Transaction Representative, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance of such duties.

Section 11.05****NOTICEOF DEFAULTS.

If a Default or Event of Default occurs and is continuing of which a Responsible Officer of the Trustee has received written notice, then the Trustee will send Holders a notice of such Default or Event of Default within ninety (90) days after receipt of such notice; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of, or interest on, any Note, or a Default in the payment or delivery of the Conversion Consideration, the Trustee may withhold such notice if and for so long as it in good faith determines that withholding such notice is in the interests of the Holders.

Section 11.06****COMPENSATIONAND INDEMNITY.

(A)            The Company and the Guarantors, jointly and severally, will, from time to time, pay the Trustee and the Note Agents compensation for their acceptance of this Indenture and services under this Indenture and the Notes as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

88

(B)            The Company will indemnify the Trustee (in each of its capacities) and its directors, officers, employees and agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company or the Guarantors (including this Section 11.06and the provisions of Article 9) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct, as determined by a final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld.

(C)            The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture.

(D)            To secure the Company’s payment obligations in this Section 11.06, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this Indenture.

(E)             If the Trustee incurs expenses or renders services after an Event of Default pursuant to **clauses (xii)**or **(xiii)**of **Section 7.01(A)**occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 11.07****REPLACEMENTOF THE TRUSTEE.

(A)            Notwithstanding anything to the contrary in this Section 11.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 11.07.

(B)            The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(i)               the Trustee fails to comply with Section 11.09;

89

(ii)              the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii)             a custodian or public officer takes charge of the Trustee or its property; or

(iv)            the Trustee becomes incapable of acting.

(C)             If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company.

(D)             If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(E)             If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 11.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(F)             A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 11.06(D).

Section 11.08****SUCCESSORTRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or entity, or any corporation or entity otherwise succeeds to all or substantially all of the corporate trust business of the Trustee, then such corporation or entity will become the successor Trustee without the execution or filing of any paper or any further act.

Section 11.09****ELIGIBILITY;DISQUALIFICATION.

There will at all times be a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

90

**Article 12.**MISCELLANEOUS

Section 12.01****NOTICES.

Any notice or communication by the Company or any Guarantor or the Trustee to the other will be deemed to have been duly given if in writing in English and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery, to the other’s address, which initially is as follows:

If to the Company or any Guarantor:

[ · ]

with a copy (which will not constitute notice) to:

[ · ]

If to the Trustee:

U.S. Bank National Association

West Side Flats St. Paul

60 Livingston Ave.

Saint Paul, MN 55107 | EP-MN-WS3C

Attention: Administrator, Crown Proptech

The Company, any Guarantor or the Trustee, by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt acknowledged, if transmitted by facsimile, electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice to the Trustee or any Note Agent shall be deemed given upon actual receipt by the Trustee or such Note Agent.

All notices or communications required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect its sufficiency with respect to any other Holder.

91

The Trustee agrees to accept and act on instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided that the Trustee has received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate the Trustee will be entitled to rely as conclusive and up-to-date until such time as it receives an amended certificate containing any additions thereto or deletions therefrom. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions will be deemed controlling. The Trustee will not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions may conflict or be inconsistent with a subsequent written instruction. Any communication sent to the Trustee hereunder that is required to be signed must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign, AdobeSign (or such other digital signature provider as specified in writing to Trustee by an Officer of the Company). The Trustee shall not have any duty to confirm that the person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall be deemed original signatures for all purposes. The Company and the Holders agree to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any such electronic Notice.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication (including any Redemption Notice or Fundamental Change Repurchase Notice) to a holder of a Global Note (whether by mail or otherwise), such notice will be sufficiently given if given to the Depositary (or its designee) pursuant to the Depositary Procedures, including by electronic mail in accordance with the Depositary Procedures. Subject to the requirements of the preceding paragraph, if the Trustee is then acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such Company Order.

If a notice or communication is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it.

92

Notwithstanding anything to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities; and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.

Section 12.02****DELIVERYOF OFFICER’S CERTIFICATE AND OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than the initial authentication of Notes under this Indenture), the Company will furnish to the Trustee:

(A)            an Officer’s Certificate in form reasonably satisfactory to the Trustee that complies with Section 12.03 and states that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating to such action have been satisfied; and

(B)            an Opinion of Counsel in form reasonably satisfactory to the Trustee that complies with Section 12.03 and states that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.

Section 12.03****STATEMENTSREQUIRED IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL.

Each Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.05) or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include:

(A)            a statement that the signatory thereto has read such covenant or condition;

(B)            a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained therein are based;

(C)            a statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(D)            a statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.

Section 12.04****RULESBY THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT AND THE CONVERSION AGENT.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Paying Agent and Conversion Agent each may make reasonable rules and set reasonable requirements for its functions.

93

Section 12.05****NOPERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor under this Indenture or the Notes or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

Section 12.06****GOVERNINGLAW; WAIVER OF JURY TRIAL.

THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEES OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR, THE TRUSTEE AND EACH HOLDER (BY ITS ACCEPTANCE OF ANY NOTE) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE, THE NOTES OR THE GUARANTEES.

Section 12.07****SUBMISSIONTO JURISDICTION.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 12.01 will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, each Guarantor the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Section 12.08****NOADVERSE INTERPRETATION OF OTHER AGREEMENTS.

Neither this Indenture nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.

94

Section 12.09****SUCCESSORS.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 12.10****FORCEMAJEURE.

The Trustee and each Note Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under this Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation or governmental authority, act of God or war, civil unrest, local or national disturbance or disaster, epidemic, pandemic, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Section 12.11****U.S.A.PATRIOT ACT.

The Company acknowledges that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.

Section 12.12****CALCULATIONS.

Except as otherwise provided in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the Notes, including determinations of the Last Reported Sale Price, Daily VWAP, the Stock Price, the Daily Conversion Value, the Daily Cash Amount, the Daily Share Amount, accrued interest on the Notes, Special Interest and the Conversion Rate (including any adjustments to the Conversion Rate).

The Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Company will promptly forward a copy of each such schedule to a Holder upon its written request therefor, at the cost and expense of the Company.

For the avoidance of doubt, neither the Trustee nor the Conversion Agent will have any responsibility to make any calculations under this Indenture, nor will the Trustee or the Conversion Agent be charged with knowledge of or have any duties to monitor the Last Reported Sale Price. The Trustee and the Conversion Agent may rely conclusively on all calculations and information provided to them by the Company, including as to the Last Reported Sale Price and the Conversion Rate.

Section 12.13****SEVERABILITY.

If any provision of this Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.

95

Section 12.14****COUNTERPARTS.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) will constitute effective execution and delivery of this Indenture as to the other parties hereto will be deemed to be their original signatures for all purposes.

Section 12.15****TABLEOF CONTENTS, HEADINGS, ETC.

The table of contents and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.

Section 12.16****WITHHOLDINGTAXES.

Each Holder and beneficial owner of a Note agrees, to provide, at the time it becomes a party hereto and thereinafter upon reasonable request or as required under applicable law, tax forms or other documentation (including any applicable IRS Form W-8/W-9 as well as certifications indicating eligibility for the portfolio interest exemption) reasonably satisfactory to the Company or other applicable withholding agent to establish an exemption from US withholding tax on payments and deliveries hereunder as well as an exemption from, or a reduction in the rate of, US withholding that may apply to any constructive dividend (e.g., under Section 305(c) of the Code). The Company shall be entitled to determine the amount and the timing of any such constructive dividend in its sole discretion. Without duplication of any amounts already withheld or set off, each Holder of a Note and each beneficial owner of an interest in a Global Note shall pay to, or hold the Company or other applicable withholding agent harmless for, any US withholding (including, for this purpose, any interest and penalties and additional amounts) on payments and deliveries as well as constructive dividends hereunder, and the Company or such withholding agent, as applicable, may, at its option, withhold from or set off such payments against payments of cash or the delivery of other Conversion Consideration on such Note, any payments on the Common Shares or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner of such Note. The provisions of this paragraph shall survive the performance or termination of this Indenture.

[The Remainder of This Page IntentionallyLeft Blank; Signature Pages Follow]

96

INWITNESS WHEREOF, the parties to this Indenture have caused this Indenture to be duly executed as of the date first written above.

[CROWN PROPTECH ACQUISITIONS], AS ISSUER
By:
	Name:
	Title:
[Subsidiary as of Issue Date, AS CONTINGENT GUARANTORS]
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:
	Name:
	Title:

[Signature Page to Indenture]

Exhibit 10.4

STOCKHOLDER SUPPORT AGREEMENT

STOCKHOLDER SUPPORT AGREEMENT, dated as of November 10, 2021 (this “Agreement”), by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (“CPTK”) EMBUIA LLC, a Nevada limited liability company (the “Key Company Stockholder”), DBV Investments, L.P., a Delaware limited partnership (“DBV”) and Egis Security Fund II, L.P., a Delaware limited partnership (“Egis” and, together with the Key Company Stockholder and DBV, the “Stockholders”), each in their capacity as a stockholder of Brivo, Inc., a Nevada corporation (the “Company”).

WHEREAS, CPTK, Crown PropTech Merger Sub I Corp., a Delaware corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”) and the Company propose to enter into, simultaneously herewith, a business combination agreement substantially in the form attached hereto as Exhibit B (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA), which provides, among other things, that, upon the terms and subject to the conditions thereof, (i) Merger Sub I will be merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as the surviving corporation (the “Surviving Corporation”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as the surviving company; and

WHEREAS, as of the date hereof, each Stockholder owns of record the number of shares of Company Common Stock and Company Preferred Stock as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares of Company Common Stock and Company Preferred Stock and any shares of Company Common Stock and Company Preferred Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholders prior to the termination of this Agreement, collectively, the “Shares”).

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.      Agreement to Vote.

(a)           Subject to the early termination of this Agreement in accordance with Section 6, from and after the execution and delivery of the Written Consent by all Stockholders, each Stockholder, severally and not jointly, hereby agrees as follows: (i) to cause and to be present for purposes of a quorum and to vote at any meeting of the stockholders of the Company, and to vote in any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours after the Company or CPTK requests such delivery), all of such Stockholder’s Shares held by such Stockholder at such time (A) in favor of the approval and adoption of the BCA and approval of the Mergers and all other transactions contemplated by the BCA (including but not limited to approval of the Conversion of the Company Preferred Stock held by such Stockholder into Company Common Stock subject to the occurrence of, and effective immediately prior to, the Effective Time) and (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA, that is to support a transaction as an alternative to the transactions contemplated by the BCA or that would reasonably be expected to result in the failure of the Mergers to be consummated; and (ii) to cause to be present for purposes of a quorum and to vote at any meeting of the holders of the Company Preferred Stock, and to vote in any action by written consent of the holders of the Company Preferred Stock (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours after the Company or CPTK requests such delivery), all of such Stockholder’s shares of the Company Preferred Stock held by such Stockholder at such time in favor of the approval of the Conversion of such Company Preferred Stock into Company Common Stock (subject to the occurrence of, and effective immediately prior to, the Effective Time) as contemplated by Section 3.01(b) of the BCA. Each Stockholder acknowledges receipt and review of a copy of the BCA. For the avoidance of doubt, nothing herein requires any Stockholder to execute or deliver the Written Consent and the obligations in this Section 1(a) and Section 7(k) will not be effective until the Written Consent has been executed and delivered by all of the Stockholders.

(b)           Solely with respect to itself and not any other person, each Stockholder hereby covenants, undertakes and agrees, from time to time, until the termination of this Agreement in accordance with its terms, (i) (x) not to exercise any dissent rights in respect of any transaction contemplated by the BCA and (y) not to commence or participate in any claim, derivative or otherwise, against the Company relating to the negotiation, execution or delivery of this Agreement or the BCA or the consummation of any transaction contemplated by the BCA, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the board of directors of the Company in connection with this Agreement, the BCA or any transaction contemplated by the BCA.

2.      Transfer of Shares. Each Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), impose liens on, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the BCA or to another stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, (b) enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Shares, or any right or interest therein, (c) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to the Shares that is inconsistent with this Agreement or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided that the foregoing shall not prohibit the transfer of the Shares by a Stockholder to an affiliate of such Stockholder, but only if (i) such affiliate will transfer such Shares back to the transferor if it shall cease to be an affiliate, (ii) such affiliate shall execute this Agreement or a joinder agreeing to become a party to this Agreement and (iii) the transferor shall be responsible for any breach of this Agreement by such affiliate.

3.      No Solicitation of Transactions. Each Stockholder, severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing non-public information) the submission of, or participate in any discussions or negotiations regarding, any Company Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal, or (b) participate in any discussions or negotiations regarding, or furnish to any person, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal in violation of Section 7.05 of the BCA. Each Stockholder shall, and shall direct its respective representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to any Company Acquisition Proposal (other than the transactions contemplated by the BCA) to the extent required by the applicable provisions of the BCA. Each Stockholder may respond to any unsolicited proposal regarding a Company Acquisition Proposal by indicating that the Company is subject to an exclusivity agreement and that such Stockholder is unable to provide any non-public information related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning a Company Acquisition Proposal for as long as the BCA remains in effect.

Notwithstanding anything in this Agreement to the contrary, (i) no Stockholder shall be responsible, in its capacity as a stockholder of the Company, for the actions of the Company or the Company Board (or any committee thereof) or any officers, directors, employees and professional advisors (each in their capacity as such) of the Company, including any such persons that are also officers, directors, employees, representatives, or agents of such Stockholder (the “Company Related Parties”), with respect to any of the matters contemplated by this Section 3, (ii) no Stockholder makes any representations or warranties with respect to the actions of any of the Company Related Parties with respect to any of the matters contemplated by this Section 3, (iii) any breach by the Company of its obligations under Section 7.05(a) of the BCA shall not be considered a breach of this Section 3 (it being understood that each Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Company Related Party) of this Section 3) and (iv) to the extent the Company complies with its obligations under Section 7.05 of the BCA and participates in discussions or negotiations with a Person regarding a Company Acquisition Proposal, each Stockholder and/or any of its Representatives may engage in discussions or negotiations with such Person to the extent that the Company is permitted to do so under Section 7.05 of the BCA.

4.      CPTK Shares. If any Stockholder has, or during the term of this Agreement acquires, record or beneficial ownership of any Class A ordinary shares or Class B ordinary shares of CPTK (all such Class A ordinary shares and Class B ordinary shares of CPTK, the “CPTK Shares”), Sections 1 and 2 of this Agreement will also apply mutatis mutandis to such CPTK Shares, any meeting of holders of CPTK Shares (the “CPTK Shareholders”) relating to the BCA and any related approval by CPTK Shareholders. In addition, to the extent any Stockholder has or acquires CPTK Shares prior to the termination of this Agreement, such Stockholder agrees not to exercise any CPTK Shareholder redemption rights in connection with any transaction contemplated by the BCA.

5.      Representations and Warranties. Each Stockholder, severally and not jointly, represents and warrants to CPTK as follows:

(a)          The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Shares (other than under this Agreement, the BCA, the agreements contemplated by the BCA and restrictions on transfer imposed by applicable securities laws and the Company’s Certificate of Incorporation and bylaws) or (iv) conflict with or result in a breach of or constitute a default under any provision of such Stockholder’s governing documents.

(b)           As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth opposite such Stockholder’s name on Exhibit A free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws and (iii) the Company’s Certificate of Incorporation and bylaws, and as of the date of this Agreement, such Stockholder has the sole power to vote and right, power and authority to sell, transfer and deliver such Shares, and such Stockholder does not own, directly or indirectly, any other Shares.

(c)           Such Stockholder has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by such Stockholder.

6.      Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement and the obligations of each Stockholder under this Agreement shall automatically terminate upon the earliest of (a) the Effective Time; (b) the termination of the BCA in accordance with its terms and (c) the effective date of a written agreement of the parties hereto terminating this Agreement. Upon termination of this Agreement, none of the parties shall have any further obligations or liabilities under this Agreement; provided that nothing in this Section 6 shall relieve any party of liability for fraud or any willful breach of this Agreement occurring prior to termination. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing or the termination of this Agreement but subject to the proviso to the prior sentence.

7.      Miscellaneous.

(a)           Except as otherwise provided herein or in the BCA, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.

(b)           All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or e-mail addresses (or at such other address or email address for a party as shall be specified in a notice given in accordance with this Section 7(b)):

If to CPTK, to it at:

Crown PropTech Acquisitions

667 Madison Avenue

12th Floor

Attention: Richard Chera

Email: rc@crownproptech.com

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: William L. Taylor; Pedro J. Bermeo

Email: william.taylor@davispolk.com;

pedro.bermeo@davispolk.com

If to a Stockholder, to the address or email address set forth for such Stockholder on the signature page hereof.

(c)            If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(d)           This Agreement and any other Ancillary Agreement to which a Stockholder is a party (as applicable), constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party without the prior express written consent of the other parties hereto.

(e)           This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No Stockholder shall be liable for the breach by any other Stockholder of this Agreement.

(f)            This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by each of the parties hereto; provided, however, that an amendment, modification or supplement to this Agreement that only affects a particular Stockholder may be entered into by an instrument in writing signed by CPTK and that particular Stockholder.

(g)           The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity, and in bond or other security will be required in connection therewith.

(h)           This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court (or if jurisdiction is not then available in any Delaware Chancery Court then in any other state or federal court in Delaware). The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court (or if jurisdiction is not then available in any Delaware Chancery Court then in any other state or federal court in Delaware) for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.

(i)            This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(j)             Each Stockholder hereby authorizes the Company and CPTK to publish and disclose in any announcement or disclosure required by the SEC such Stockholder’s identity and ownership of Shares and the nature of such Stockholder’s obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and CPTK have provided such Stockholder with an opportunity to review and comment upon such announcement or disclosure, which comments the Company and CPTK will consider in good faith.

(k)            At the request of CPTK at any time after the execution and delivery of the Written Consent by all Stockholders, and without further consideration, each party shall 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 consummate the transactions contemplated by this Agreement. Each Stockholder, severally but not jointly and severally, agrees (i) to execute and deliver the Registration Rights and Lock-Up Agreement no later than the Closing and (ii) to accept the consideration be paid to such Stockholder in accordance with Section 4.01(a) of the BCA as the proper consideration payable to such Stockholder in respect of such Stockholder’s Shares (or any Shares received in respect thereof) in the transactions contemplated by the BCA.

(l)            This Agreement shall not be effective or binding upon any Stockholder until after such time as the BCA is executed and delivered by the Company, CPTK, Merger Sub I and Merger Sub II.

(m)           Notwithstanding anything herein to the contrary, each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not in any other capacity.

(n)           Eachof the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respectto any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifiesthat no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto havebeen induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutualwaivers and certifications in this Section 7(n).

[Signature pages follow]

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Crown<br> PropTech Acquisitions
By:	/s/<br> Richard Chera
Name: Richard Chera
Title: CEO

[Signaturepage to Stockholder Support Agreement]

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EMBUIA LLC
By:	/s/ Dean M. Drako
Name: Dean M. Drako
---	---
Title: Manager
Address:	3900 S Hualapai Way, Suite 118
	Las Vegas, NV 89147

[Signaturepage to Stockholder Support Agreement]

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

DBV Investments, L.P.
By:	/s/ Marcello<br> Liguori
Name: Marcello Liguori
---	---
Title: Vice President
Address:	645 Fifth Ave, 21st Floor
	New York, NY 10022-5910

[Signaturepage to Stockholder Support Agreement]

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Egis<br> security fund ii, L.P.
By:	/s/ Robert Chefitz
Name: Robert Chefitz
---	---
Title: Managing Partner
Address:	35 Beachwood Rd
	Suite 2A
	Summit, NJ 07901

[Signaturepage to Stockholder Support Agreement]

EXHIBIT A

Descriptionof Shares

****<br><br> <br>Key Company Stockholder	Number of Shares of Company Class A Common Stock Owned	Number of Shares of Company Class B Common Stock Owned	Number of Shares of Company Series A-1 Preferred Stock Owned	Number of Shares of Company Series A-2 Preferred Stock Owned
Embuia LLC	0	11,000,000	41,000,000	0
DBV Investments, L.P.	0	0	0	9,399,600
Egis Security Fund II, L.P.	0	0	0	3,524,850

EXHIBIT B

Business COMBINATIONAgreement

---

Exhibit10.5

---

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of November 10, 2021 by and among: (i) Brivo, Inc., a Delaware corporation f/k/a Crown PropTech Acquisitions (the “Company”); (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iii) the equityholders designated as Legacy Brivo Equityholders on Schedule B hereto (collectively, the “Legacy Brivo Equityholders” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Closing Date as defined in the Business Combination Agreement (as defined below) (the “Effective Date”).

RECITALS

WHEREAS, the Company, certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Martin Enderle, Melissa Holladay, Anusha Kukreja, Frits Van Paasschen, Stephen Siegel and Maurice Zeitouni are parties to that certain Registration Rights Agreement, dated as of February 8, 2021 (the “Prior Agreement”);

WHEREAS, the Company, Crown PropTech Merger Sub I Corp., a Delaware corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), and Brivo, Inc., a Nevada corporation (“Legacy Brivo”), are parties to that certain Business Combination Agreement, dated as of November 10, 2021 (the “Business Combination Agreement”), pursuant to which, on the Effective Date, (i) Merger Sub I will merge with and into Legacy Brivo (the “First Merger”), with Legacy Brivo surviving the First Merger as a wholly owned subsidiary of the Company and (ii) immediately after the First Merger and as part of the same overall transaction as the First Merger, Legacy Brivo will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of the Company;

WHEREAS, the Legacy Brivo Equityholders are receiving shares of Common Stock (the “Business Combination Shares”) on or about the Effective Date, pursuant to the Business Combination Agreement; and

WHEREAS, in connection with the consummation of the Mergers, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1. Definitions. The following capitalized terms used herein have the following meanings:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” is defined in the preamble to this Agreement.

“Block Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” means the board of directors of the Company.

“Business Combination Agreement” is defined in the recitals to this Agreement.

“Business Combination Shares” is defined in the recitals to this Agreement.

“Change in Control” means the transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company.

“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company.

“Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of the Company.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Common Stock” means Class A Common Stock and Class B Common Stock.

“Company” is defined in the preamble to this Agreement.

“Convertible Notes” means the $75,000,000.00 aggregate principal amount of senior unsecured convertible notes issued by the Company in the private placement consummated in connection with the Closing (as defined in the Business Combination Agreement).

“Demanding Holder” is defined in Section 2.1.4.

“Effective Date” is defined in the preamble to this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.

“FINRA” means the Financial Industry Regulatory Authority Inc.

“First Merger” is defined in the recitals to this Agreement.

“Form S-1 Shelf” is defined in Section 2.1.1.

“Form S-3 Shelf” is defined in Section 2.1.1.

“Founder Shares” means, collectively, the (i) 5,750,000 shares of Class B Common Stock initially purchased by the Sponsor in a private placement in October 2020 and (ii) 1,150,000 shares of Class B Common Stock issued to certain stockholders of the Company pursuant to a share capitalization effected February 8, 2021, which, in each case (and for the avoidance of doubt), automatically converted to an equal number of shares of Class A Common Stock at the Closing.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Holder” is defined in the preamble to this Agreement.

“Holder Indemnified Party” is defined in Section 5.1.

“Indemnified Party” is defined in Section 5.3.

“Indemnifying Party” is defined in Section 5.3.

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Legacy Brivo” is defined in the recitals to this Agreement.

“Legacy Brivo Equityholders” is defined in the preamble to this Agreement.

“Lock-up Period” is defined in Section 4.1.1.

“Maximum Number of Securities” is defined in Section 2.1.5.

“Mergers” is defined in the recitals to this Agreement.

“Merger Sub I” is defined in the recitals to this Agreement.

“Merger Sub II” is defined in the recitals to this Agreement.

“Minimum Takedown Threshold” is defined in Section 2.1.4.

“Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“New Registration Statement” is defined in Section 2.1.7.

“Notices” is defined in Section 6.3.

“Piggyback Registration” is defined in Section 2.2.1.

“Prior Agreement” is defined in the recitals to this Agreement.

“Private Placement Warrants” means the Warrants that certain of the Sponsor Equityholders privately purchased in connection with the Company’s initial public offering.

“Prospectus” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Qualified Independent Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

“Register,” “Registered” and “Registration” mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means (a) the Private Placement Warrants (including any shares of Class A Common Stock issued or issuable upon the exercise of Private Placement Warrants) and the Working Capital Warrants (including any shares of Class A Common Stock issued or issuable upon the exercise of the Working Capital Warrants) (as defined below), (b) any outstanding shares of Class A Common Stock or Warrants held by a Holder as of the Effective Date (including the Business Combination Shares and the Founder Shares), (c) any shares of Class A Common Stock that may be acquired by Holders upon the exercise of a Warrant or other right to acquire Class A Common Stock held by a Holder as of the Effective Date (including any shares of Class A Common Stock issued or issuable upon the conversion or exchange of shares of Class B Common Stock in accordance with the Company’s Certificate of Incorporation), (d) any shares of Class A Common Stock or Warrants (including any shares of Class A Common Stock issued or issuable upon the exercise of any such Warrant) of the Company otherwise acquired or owned by a Holder following the Effective Date to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (e) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (c) or (d) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration Expenses” shall mean the expenses of a Registration, including, without limitation, the following:

(i) all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Class A Common Stock is then listed;

(ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(iii) word processing, printing, messenger, telephone and delivery expenses;

(iv) reasonable fees and disbursements of counsel for the Company;

(v) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration (including the expenses of any audit and/or comfort letter and updates thereof);

(vi) reasonable fees and expenses of one legal counsel selected by the majority of the Holders holding more than 50% of the Registrable Securities proposed to be included in such Registration effected pursuant to Section 2.1 or Section 2.2;

(vii) fees and expenses of any transfer agent or custodian;

(vii) fees and expenses payable to any Qualified Independent Underwriter;

(viii) expenses incurred in connection with any road show;

(ix) fees and disbursements of counsel for the Company;

(x) all internal expenses of the Company; and

(xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the underwriters in connection with any filing with or review by FINRA (excluding, for the avoidance of doubt, any underwriting discount, commissions, or spread).

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Requesting Holder” is defined in Section 2.1.5.

“SEC Guidance” is defined in Section 2.1.7.

“Second Merger” is defined in the recitals to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Shelf” means the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” means a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” means an Underwritten Shelf Takedown, Underwritten Demand Offering or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor Equityholders” is defined in the preamble to this Agreement.

“Sponsor Equityholder Lock-up Period” is defined in Section 4.1.2.

“Subscription Agreements” means those certain subscription agreements the Company entered into with certain investors pursuant to which such investors purchased the Convertible Notes in connection with the consummation of the transactions contemplated by the Business Combination Agreement.

“Subsequent Shelf Registration” is defined in Section 2.1.2.

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

“Underwritten Demand Offering” is defined in Section 2.1.4.

“Underwritten Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” is defined in Section 2.1.4.

“Warrants” means the warrants of the Company with each whole warrant entitling the holder to purchase one share of Class A Common Stock.

“Withdrawal Notice” is defined in Section 2.1.6.

“Working Capital Warrants” means any Warrants held by the Sponsor, the other shareholders of the Company, the directors or officers of the Company or any of their respective affiliates, which may be issued in payment of working capital loans made to the Company.

2. REGISTRATION RIGHTS.

2.1 Shelf Registration.

2.1.1 Filing. The Company shall file within forty five (45) days after the Effective Date, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as possible after filing, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and the Company receives comments from, the Commission. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

2.1.3 Additional Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Legacy Brivo Equityholder or a Sponsor Equityholder that holds at least five (5.0%) percent of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for the Legacy Brivo Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand.

2.1.4 Demand Registration Rights. (A) At any time and from time to time when an effective Shelf is on file with the Commission, any one or more Legacy Brivo Equityholders or one or more Sponsor Equityholders (any of the Legacy Brivo Equityholders or the Sponsor Equityholders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities (and in the case of the Sponsor Equityholders including, without limitation, all or a portion of the Working Capital Warrants, or any shares of Class A Common Stock issued or issuable upon the exercise of the Working Capital Warrants, then held by the Sponsor, the other shareholders of the Company, the directors or officers of the Company or any of their respective affiliates) in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”) and (B) to the extent the Company is not eligible to use a Registration Statement on Form S-3 after twelve months after the Effective Date, a Demanding Holder may require the Company file a Registration Statement on Form S-1 to effect an Underwritten Offering of all or any portion of its Registrable Securities (“Underwritten Demand Offering”); provided in each case that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $30,000,000.00 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns or Underwritten Demand Offerings shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Offering. Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Legacy Brivo Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten Offerings pursuant to this Section 2.1.4 in any 12-month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown or Underwritten Demand Offering, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Class A Common Stock or other equity securities that the Company desires to sell and all other shares of Class A Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Class A Common Stock or other equity securities proposed to be sold by Company or by other holders of Class A Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Offering) that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Offering unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.

2.1.6 Withdrawal. Prior to the pricing of an Underwritten Shelf Takedown or Underwritten Demand Offering, a majority-in-interest of the Demanding Holders initiating such Underwritten Offering shall have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Shelf Takedown; provided that any Legacy Brivo Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten Offering if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Offering by the Legacy Brivo Equityholders and the Sponsor Equityholders. If withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering for purposes of Section 2.1.4, unless either (i) the Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Offering; provided that, if a Legacy Brivo Equityholder or a Sponsor Equityholder elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering shall instead count as an Underwritten Offering demanded by the Legacy Brivo Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.1.7 New Registration Statements. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

2.1.8 Effective Registration. Notwithstanding the provisions of Section 2.1.3 or Section 2.1.4 above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a request from a Demanding Holder in accordance with Section 2.1.4 becomes effective or is subsequently terminated.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.3.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown and an Underwritten Demand Offering pursuant to Section 2.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and

(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.

2.2.3 Piggyback Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown or Underwritten Demand Offering, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown or Underwritten Demand Offering under Section 2.1.4 hereof.

2.3 Block Trades.

2.3.1 Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $30,000,000.00 or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.

2.3.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a block trade prior to its withdrawal under this Section 2.3.2.

2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.

2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

3. REGISTRATION PROCEDURES

3.1 Filings; Information. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection therewith:

3.1.1 Filing Registration Statement. The Company shall prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable efforts to keep it effective for the period required by Section 3.1.3.

3.1.2 Copies. The Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be reasonably requested by the Holders of Registrable Securities as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain a Misstatement, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

3.1.5 State Securities Laws Compliance. The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to general service of process or taxation in any such jurisdiction.

3.1.6 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9 Opinions and Comfort Letters. The Company shall use commercially reasonable efforts to obtain (i) a “comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “ comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders and any Underwriter and (ii) an opinion and negative assurance letter, to be delivered on the date the Registrable Securities are delivered for sale pursuant to such Registration Statement, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sale agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders and any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a Prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such Prospectus has been declared effective and that no stop order is in effect.

3.1.10 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11 Listing. The Company shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $30,000,000.00, the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts and brokerage fees, other than as set forth in the definition of “Registration Expenses.”

3.3 Information. The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Article 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide such information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4.2 If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than sixty (60) days, determined in good faith by the Company to be necessary for such purpose; provided, however, that the Company shall not defer its obligation in this manner for more than 60 days in any 12 month period; In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the suspension notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under Section 3.4; provided, however, that such notification shall not be later than 60 days from the date of the suspension notice referred to above.

3.4.3 [reserved].

3.4.4 The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement and in the event of any conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

3.5 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the Effective Date pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Class A Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect).

3.6 As long as any Holder shall own Registrable Securities, the Company will not file any Registration Statement or Prospectus included therein with the Commission which refers to any Holder of Registrable Securities by name as a selling shareholder without the prior written approval of such Holder, which may not be unreasonably withheld, except for (i) any Registration where such Holder has requested its Registrable Securities be included and (ii) the Company’s filing of any Shelf Registration pursuant to Section 2.1.1 or 2.1.2.

4. LOCK-UP

4.1 Lock-up.

4.1.1 Except as permitted by Section 4.2, for a period of 270 days from the Effective Date (the “Lock-up Period”), the equityholders designated on Schedule B hereto shall not Transfer any shares of Common Stock beneficially owned or owned of record by such Holder.

4.1.2 Except as permitted by Section 4.2, the Sponsor shall not Transfer any Founder Shares beneficially owned or owned of record by the Sponsor until the earlier of (A) one year after the Closing (as defined in the Business Combination Agreement) and (B) subsequent to the Closing (as defined in the Business Combination Agreement), (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date following the completion of the Closing (as defined in the Business Combination Agreement) on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s Class A Common Stock having the right to exchange their Class A Common Stock for cash, securities or other property

4.2 Exceptions. The provisions of Section 4.1 shall not apply to:

4.2.1 transactions relating to shares of Class A Common Stock or Warrants acquired in open market transactions;

4.2.2 Transfers of shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock as a bona fide gift;

4.2.3 Transfers of shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of a Holder or any other person with whom a Holder has a relationship by blood, marriage or adoption not more remote than first cousin;

4.2.4 Transfers by will or intestate succession upon the death of a Holder;

4.2.5 the Transfer of shares of Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock pursuant to a qualified domestic order or in connection with a divorce settlement;

4.2.6 if a Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i) Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with a Holder (including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) as part of a distribution, transfer or other disposition of shares of Class A Common Stock to partners, limited liability company members or stockholders of a Holder;

4.2.7 Transfers to the Company’s or the Holder’s officers, directors, consultants or their affiliates;

4.2.8 pledges of shares of Class A Common Stock or other Registrable Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers);

4.2.9 pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control of the Company, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Class A Common Stock subject to this Agreement shall remain subject to this Agreement; and

4.2.10 the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock during the Lock-Up Period or the Sponsor Equityholder Lock-Up Period, as applicable;

PROVIDED, THAT IN THE CASE OF ANY TRANSFER OR DISTRIBUTION PURSUANT TO SECTIONS 4.2.2 THROUGH 4.2.7 (EXCLUDING SECTION 4.2.4) , EACH DONEE, DISTRIBUTEE OR OTHER TRANSFEREE SHALL AGREE IN WRITING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT.

5. INDEMNIFICATION AND CONTRIBUTION.

5.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls a Holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Holder Indemnified Party”), from and against all losses, judgments, claims, damages, liabilities and out-of-pocket expenses, whether joint or several, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such losses, judgments, claims, damages, liabilities or out-of-pocket expenses whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Company will not be liable in any such case to the extent that any such losses, judgments, claims, damages, liabilities or out-of-pocket expenses arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by a Holder of Registrable Securities, or a Holder Indemnified Party on behalf of a Holder of Registrable Securities, expressly for use therein.

5.2 Indemnification by Holders of Registrable Securities. Subject to the limitations set forth in Section 5.4.3 hereof, each selling Holder of Registrable Securities will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless the Company and each of its directors and officers, and each other selling Holder and each other person, if any, who controls another selling holder within the meaning of the Securities Act, against any losses, claims, judgments, damages, liabilities and out-of-pocket expenses, whether joint or several, insofar as such losses, judgments, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

5.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 5.1 or 5.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

5.4 Contribution.

5.4.1 If the indemnification provided for in the foregoing Sections 5.1, 5.2 and 5.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

5.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 5.4.1.

5.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty of such fraudulent misrepresentation.

6. MISCELLANEOUS.

6.1 Other Registration Rights. Except as provided in the Subscription Agreements, the Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or holder of Registrable Securities or of any assignee of the Holders or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.

6.3 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, electronic transmission with receipt verified by electronic confirmation, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by electronic transmission; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

Brivo, Inc.

7700 Old Georgetown Road, Suite 300

Bethesda, MD 20814

Attention: Mike Voslow

Email: Mike.Voslow@brivo.com

with a copy to:

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, CA 90067

Email:           Steven.Stokdyk@lw.com

Ryan.Maierson@lw.com

Attention:     Steven B. Stokdyk

Ryan J. Maierson

To a Holder, to the address or contact information set forth in the Company’s books and records.

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

6.6 Entire Agreement. This Agreement (including Schedule A and Schedule B and all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.7 Modifications, Amendments and Waivers. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required; provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Notwithstanding the foregoing, any modification, revision or waiver of, or related to, the the lock-up terms set forth under Section 4 of this Agreement, may be effected with the sole written consent of the Company and the Holder affected by such modification, revision or waiver; provided, however, that if the lock-up terms of any Holder set forth in Section 4 of this Agreement are modified, revised or waived, then the Company shall be deemed to consent for the same modification, revisions or waiver with respect to any other Holders subject to the lock-up restrictions under Section 4 of this Agreement; provided, further, that within five (5) days before such modification, revision or waiver of the lock-up terms set forth under Section 4 of this Agreement, the company shall send a written notice to all applicable Holders subject to such lock-up terms notifying them about the intended modification, revision or waiver.

6.8 Termination of Existing Registration Rights. On the Effective Date, the registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of the Company or Legacy Brivo granted under any other agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.

6.9 Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Article IV shall survive any termination.

6.10 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.11 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holder or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.12 Governing Law. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.

6.13 Jurisdiction; Waiver of Trial by Jury.

6.13.1 Any action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and determined only in any such court, and agrees not to bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 6.13.1.

6.13.2 EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

COMPANY:
Brivo, INC.
By:	/s/<br>Steven Van Till
Name: Steven Van Till
Title: President and Chief Executive Officer

[SignaturePage to Amended and Restated Registration Rights Agreement]

HOLDERS:
Crown<br> PropTech Sponsor, LLC
By:	/s/ Richard Chera
Name: Richard Chera
Title: Managing Partner

[SignaturePage to Amended and Restated Registration Rights Agreement]

EMBUIA, LLC
By:	/s/<br> Dean M Drako
Name:	Dean M Drako
Title:	Manager

[SignaturePage to Amended and Restated Registration Rights Agreement]

DBV Investments, L.P.
By:	/s/ Marcello Liguori
Name:	Marcello Liguori
Title:	Vice President

[SignaturePage to Amended and Restated Registration Rights Agreement]

BLACKROCK<br> GLOBAL ALLOCATION FUND INC
By:	/s/ Henry<br> Brennan
Name:	Henry Brennan
Title:	Authorized Signatory
BLACKROCK<br> GLOBAL ALLOCATION V I FUND OF BLACKROCK VARIABLE SERIES FUNDS INC
By:	/s/ Henry<br> Brennan
Name:	Henry Brennan
Title:	Authorized Signatory
BLACKROCK<br> GLOBAL ALLOCATION PORTFOLIO OF BLACKROCK SERIES FUND INC
By:	/s/ Henry<br> Brennan
Name:	Henry Brennan
Title:	Authorized Signatory
BLACKROCK<br> CAPITAL ALLOCATION TRUST
By:	/s/ Henry<br> Brennan
Name:	Henry Brennan
Title:	Authorized Signatory
BLACKROCK<br> STRATEGIC INCOME OPPORTUNITIES PORTFOLIO OF BLACKROCK FUNDS V
By:	/s/ Henry<br> Brennan
Name:	Henry<br> Brennan
Title:	Authorized Signatory
BLACKROCK<br> GLOBAL LONG/SHORTCREDIT FUND OF BLACKROCK FUNDS IV
---	---
By:	/s/<br>Henry Brennan
Name:	Henry Brennan
Title:	Authorized Signatory
MASTER<br> TOTAL RETURN PORTFOLIO OF MASTER BOND LLC
By:	/s/ Henry Brennan
Name:	Henry Brennan
Title:	Authorized Signatory
/s/<br> RICHARD CHERA
---
Richard<br> Chera
/S/<br> PIUS SPRENGER
Pius Sprenger
/s/ Mohammad<br> Rasheq Zarif
Mohammad Rasheq<br> Zarif
/s/ MARTIN<br> ENDERLE
MARTIN ENDERLE
/s/ MELISSA<br> HOLLADAY
MELISSA HOLLADAY
/s/ANUSHA<br> KUKREJA
ANUSHA KUKREJA
/s/ FRITS<br> VAN PAASSCHEN
FRITS VAN PAASSCHEN
/s/<br> STEPHEN SIEGEL
STEPHEN SIEGEL
/s/<br> MAURICE ZEITOUNI
MAURICE ZEITOUNI

SCHEDULE A

Sponsor Equityholders

CROWN PROPTECH SPONSOR, LLC

BLACKROCK GLOBAL ALLOCATION FUND INC

BLACKROCK GLOBAL ALLOCATION V I FUND OF BLACKROCK VARIABLE SERIES FUNDS INC

BLACKROCK GLOBAL ALLOCATION PORTFOLIO OF BLACKROCK SERIES FUND INC

BLACKROCK CAPITAL ALLOCATION TRUST

BLACKROCK STRATEGIC INCOME OPPORTUNITIES PORTFOLIO OF BLACKROCK FUNDS V

BLACKROCK GLOBAL LONG/SHORTCREDIT FUND OF BLACKROCK FUNDS IV

MASTER TOTAL RETURN PORTFOLIO OF MASTER BOND LLC

RICHARD CHERA

PIUS SPRENGER

MOHAMMAD RASHEQ ZARIF

MARTIN ENDERLE

MELISSA HOLLADAY

ANUSHA KUKREJA

FRITS VAN PAASSCHEN

STEPHEN SIEGEL

MAURICE ZEITOUN

SCHEDULE B

Legacy Brivo Equityholders

EMBUIA LLC

DBV INVESTMENTS, L.P.

STEVE VAN TILL

MIKE VOSLOW