the Securities Act of 1933, as amended (the Securities Act), if applicable, (iv) those required by the Stock Exchange, including with respect to obtaining stockholder
approval, (v) those required to consummate the Transaction as provided under the Transaction Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii) any
filing the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect.
(f) Except for such
matters as would not reasonably be expected to have a Company Material Adverse Effect, there is no (i) suit, action, claim or other proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the
Company, threatened in writing against the Company or any of its subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company or any of its subsidiaries.
(g) Assuming the accuracy of Subscribers representations and warranties set forth in Section 4 of this
Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company to Subscriber.
(h) Neither the Company, nor, to the Companys knowledge, any person acting on its behalf has, directly or indirectly, made any offers or
sales of any Company security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company 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 Shares pursuant to this Subscription Agreement under the Securities Act.
(i) Neither the Company nor, to the Companys knowledge, any person acting on its behalf has offered any of the Subscribed Shares in a
manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.
(j) No
broker, investment banker, finder or other person is entitled to any brokerage or finders fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber.
(k) As of the date of this Subscription Agreement, the authorized share capital of the Company is 401,000,000 shares, consisting of (i)
380,000,000 shares of Common Stock, 34,500,000 of which are issued and outstanding as of the date of this Subscription Agreement, (ii) 20,000,000 shares of Class B common stock, par value $0.0001 per share, of the Company, of which 8,625,000
shares are issued and outstanding as of the date of this Subscription Agreement, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Company, of which no shares are issued and outstanding as of the date of this
Subscription Agreement ((i), (ii) and (iii) collectively, the Company Securities). As of the date of this Subscription Agreement, 6,900,000 warrants to purchase one share of Common Stock at an exercise price $11.50 per share
(the Public Warrants) and 5,933,333 warrants to purchase one share of Common Stock at an exercise price of $11.50 (the Private Placement Warrants and together with the Public Warrants, the
Warrants) were issued and outstanding. All issued and outstanding Company Securities have been duly authorized and validly issued and are fully paid and non-assessable. No Warrants are
exercisable on or prior to the Closing. All of the Company Securities and the Warrants (i) have been offered, sold and issued in compliance with applicable law, including federal and state securities laws, and with all requirements set forth in
the
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