Fidelity Investor Portfolio, Rounds & Group European Startups

For the avoidance of doubt, nothing contained herein requires any Sponsor to transform, train or trade any options, warrants or convertible securities to be able to get hold of any underlying shares of Parent Common Stock. The Member shall execute and ship, or trigger to be executed and delivered, such further certificates, instruments and other documents and to take such further actions as Parent or the Company could fairly request for the aim of effectively finishing up the transactions contemplated by this Agreement and the Merger Agreement. Except as in any other case provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the events hereto and their heirs, executors, administrators, successors, authorized 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. All the agreements, representations and warranties herein made by each get together hereto shall survive the Subscription Closing.

The covenants and agreements made by the Parties and their respective Representatives in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, together with any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing . Notwithstanding the foregoing, the Purchaser Parties and their respective Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws. As soon as reasonably practicable following the date of this Agreement, the Parties shall moderately the wiped corporate balance sheets cooperate with one another and use their respective commercially cheap efforts to arrange and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially cheap efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written discover to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the opposite Parties with a copy of such Governmental Authority discover.

In addition to the portion of the Merger Consideration deposited into the Escrow Account, 750,000 Purchaser shares held by the Sponsor previous to the Effective Time will be contributed to the Escrow Account at Closing, such that the whole number of shares of Pubco widespread stock contained within the Escrow Account (the “Escrow Shares”) and out there for contingent distribution to holders of CVRs at the Settlement Date, is 3,000,000 shares, to fulfill obligations to the holders of the CVRs after the Closing. sixty seven R i sk F a c t o r s • Risks Related to Our Business, Platforms, Operations and Industry – The COVID – 19 pandemic has disrupted and harmed, and is anticipated to continue to disrupt and harm, our business, monetary condition and working outcomes. We are unable to foretell what the trajectory of recovery will seem like and the extent to which the aftermath of the COVID – 19 pandemic and related effects will proceed to adversely influence our business, monetary situation, operating results and the achievement of our strategic objectives. – Our quickly altering industry, evolving enterprise mannequin and restricted working historical past make it tough to evaluate our future prospects and the dangers and challenges we could encounter, and our technique to focus on offering enterprises with a world software platform for ground transportation administration could fail. – Our choices are reliant upon having an adequate number of suppliers of ground transportation on our platforms. The lack of existing, or lack of ability to attract new, suppliers to our GTM platform and other offerings could reduce the attractiveness of our offerings to potential or current clients and have an opposed influence on our working outcomes and financial place.

GAAP applied on a constant foundation to prior durations , and pretty presenting in all material respects the monetary position of the Company as of the date thereof and the outcomes of operations and cash flows for the period indicated, except that such monetary statements need not include notes and may be subject to normal adjustments that are not anticipated to be materials to the Company. The PIPE Documents are authorized, legitimate and binding obligations of Parent and, to the information of Parent, each other party thereto, enforceable towards Parent and, to the knowledge of Parent, each such other get together in accordance with their respective phrases, besides as may be restricted by bankruptcy, insolvency, reorganization or different comparable laws now or hereafter in effect affecting the enforcement of creditors’ rights generally and by general rules of equity , and are in full drive and effect. No event or circumstance has occurred which, with or without notice, lapse of time or both, could constitute a default on the part of Parent or, to the knowledge of Parent, any of the opposite events thereto beneath any of the PIPE Documents, and Parent and Merger Subs don’t have any purpose to consider that Parent shall be unable to fulfill on a well timed basis any time period or situation of closing to be happy by Parent contained in any of the PIPE Documents. None of the PIPE Documents have been withdrawn, rescinded or terminated, or otherwise amended or modified the least bit , and Parent and Merger Subs don’t have any purpose to consider that any portion of the PIPE Investment contemplated by any of the PIPE Documents will not be available as of the Closing. There are not any circumstances precedent or different contingencies associated to the funding of the full amounts of the PIPE Investment, other than as set forth in the PIPE Documents. There aren’t any agreements, facet letters, contracts or arrangements to which Parent or Merger Subs or any of their Affiliates is a celebration regarding the PIPE Documents or the PIPE Investment that have not been completely outmoded by the PIPE Documents.

The events concerned in such Dispute shall seek to resolve the Dispute on an amicable foundation within ten Business Days of the notice of such Dispute being obtained by such other parties topic to such Dispute (the “Resolution Period”); provided, that if any Dispute would fairly be anticipated to have turn into moot or in any other case irrelevant if not determined within sixty days after the prevalence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that’s not resolved in the course of the Resolution Period could instantly be referred to and at last resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”) of the AAA. Any get together involved in such Dispute might submit the Dispute to the AAA to begin the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in battle, the phrases of this Agreement shall management.

The Company shall trigger every executive officer of the Company or its Subsidiaries to, at or prior to Closing repay to the Company any loan by the Company to such Person and any other quantity owed by such Person to the Company; and trigger any warranty or comparable arrangement pursuant to which the Company has guaranteed the fee or performance of any obligations of such Person to a third get together to be terminated. Shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each Person who may have been a director, manager or officer of the Company or its Subsidiaries for all durations ending on or before the Closing Date and is probably not changed without the consent of a majority of those Persons serving on Parent’s board of administrators after the Closing Date who served on the Company’s board of managers immediately previous to the Closing. The rights of each D&O Indemnified Party and Parent D&O Indemnified Party hereunder shall be in addition to, and never in limitation of, some other rights such person might have underneath the Charter Documents of Parent or the Final Surviving Company or its Subsidiaries, some other indemnification arrangement, any requirement beneath relevant Law or in any other case.

One of the members of the Post-Closing Board shall be an individual designated by ATAC previous to the Closing and three of the members of the Post-Closing Board shall be designated by Rally prior to the Closing. At or previous to Closing, Pubco will provide each of its director designees with a customary director indemnification settlement, in kind and substance moderately acceptable to such director. The events also agreed to take all action essential together with causing Pubco’s government officers to resign, in order that the individuals serving as the chief executive officer and chief monetary officer, respectively, of Pubco immediately after the Closing will be the similar individuals as that of Rally immediately prior to the Closing.

Please see the tables captioned “Reconciliation of non-GAAP objects,” included at the end of this release for reconciliations of those non-GAAP monetary measures to their most immediately comparable GAAP measures. Capitalized phrases used herein and not in any other case outlined shall have the meaning ascribed to them in the Support Agreement. ”), then such New Securities acquired or purchased by such Sponsor shall be topic to the phrases of this Agreement to the same extent as if they constituted the Subject Shares owned by such Sponsor as of the date hereof. Each Sponsor acknowledges that such Sponsor has learn Section 4.3 of the Merger Agreement.

Either Northern Star or Apex could waive, to the extent permitted by legislation, any inaccuracies in the representations and warranties made to such celebration contained within the Merger Agreement or in any document delivered pursuant to the Merger Agreement and waive compliance with any agreements or situations for the advantage of itself or such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement. Notwithstanding the foregoing, pursuant to Northern Star’s amended and restated certificates of incorporation, Northern Star can’t consummate the Mergers if it has lower than $5,000,001 of internet tangible assets remaining either immediately previous to or upon consummation of the Mergers after considering the holders of public shares that correctly demanded that Northern Star redeem their public shares for their pro rata share of the trust account. Actual results, efficiency or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are primarily based. There can be no assurance that the info contained herein is reflective of future efficiency to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected monetary data and other info are primarily based on estimates and assumptions which might be inherently topic to varied important dangers, uncertainties and different elements, many of which are beyond the management’s control. All info set forth herein speaks solely as of the date hereof within the case of information about ATA and Rally or the date of such information in the case of data from individuals aside from ATA or Rally, and except to the extent required by relevant law, we disclaim any intention or obligation to update or revise any forward-looking statements as a end result of new data, future events and developments or otherwise occurring after the date of this communication.

There are not any outstanding loans or different extensions of credit made by SPAC to any executive officer (as outlined in Rule 3b-7 under the Exchange Act) or director of SPAC. Pubco shall take such actions as are moderately requested by the Legacy SPV Holders to proof the issuances pursuant to this Section 3.2, together with by way of the provision of an up to date register of members showing such issuances . The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the total text of the form of the Subscription Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and integrated herein by reference.