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Rosecliff has made available to the Investor (including through the SEC’s EDGAR system) a real, appropriate and full copy of each type, report, statement, schedule, prospectus, proxy, registration assertion and other paperwork, if any, filed by Rosecliff with the SEC previous to the date of this Subscription Agreement (the “SEC Documents”). Other than Rosecliff’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which was filed on June 14, 2021 because of sure accounting issues arising from the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ” that was issued by the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC on April 12, 2021, Rosecliff has well timed filed each report, statement, schedule, prospectus, and registration assertion that Rosecliff was required to file with the SEC since its initial registration of the Class A Shares with the SEC. Except in the case of the accounting remedy of certain warrants of Rosecliff and as has been disclosed within the SEC Documents, the monetary statements of Rosecliff included in the SEC Documents comply in all materials respects with relevant accounting requirements and the foundations and laws of the SEC with respect thereto as in effect at the time of filing and fairly present in all materials respects the monetary position of Rosecliff as of and for the dates thereof and the outcomes of operations and money flows for the periods then ended, topic, in the case of unaudited statements, to regular, year-end audit changes. There aren’t any material outstanding or unresolved comments in remark letters from the SEC with respect to any of the SEC Documents. The Investor acknowledges that Rosecliff is a blank verify company with the powers and privileges to impact a merger, asset acquisition, reorganization or comparable business mixture involving Rosecliff and a number of companies or property.

Any copy, facsimile or other reliable reproduction of this action by written consent may be substituted or utilized in lieu of the unique writing for any and all functions for which the unique writing might be used. This action by written consent shall be filed with the minutes of the proceedings of the stockholders of the Company. Against any proposal, motion or settlement that to the data of such Company Stockholder, would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, end in a breach the least bit of any covenant, representation, warranty or another obligation or settlement of the Company under the Merger Agreement, lead to any of the situations set forth in Article VII of the Merger Agreement not being fulfilled or change in any method the capitalization of the Company, including the voting rights of any class of capital inventory of the Company or another Securities . ”), represent the entire settlement among the events to this Agreement regarding the transactions contemplated hereby and supersede another agreements, whether or not written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries regarding the transactions contemplated hereby.

There aren’t any agreements, facet letters, contracts or preparations to which Parent or Merger Subs or any of their Affiliates is a celebration relating to the PIPE Documents or the PIPE Investment that have not been entirely outmoded by the PIPE Documents. Parent has made out there to the Company true, correct and full copies of the executed PIPE Documents. Rosecliff, Pubco, Gett and their respective directors and officers could additionally be deemed to be members within the solicitation of proxies from Rosecliff’s stockholders in connection with the proposed business mixture.

This Subscription Agreement is most likely not modified, waived or terminated besides by an instrument in writing, signed by each of the events hereto. No failure or delay of any celebration in exercising any right or treatment hereunder shall function as a waiver thereof, nor shall any single or partial exercise of any such proper or energy, or any abandonment or discontinuance of steps to enforce such proper or power, or any course of conduct, preclude another or additional exercise thereof or the exercise of any other proper or energy. The rights and remedies of the parties hereunder are cumulative and usually are not unique of any rights or remedies that they’d otherwise have hereunder. Except as otherwise provided herein, this Agreement could not, without the prior written consent of the other parties hereto, be assigned by operation of Law or in any other case, and any attempted project shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the good thing about the parties hereto and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, specific or implied, it intended to or shall confer upon some other Person any authorized or equitable right, benefit or treatment of any nature in any respect beneath or by reason of this Agreement.

The Parent Warrants usually are not exercisable until the later of December eleven, 2021 and thirty days after the Closing. Except for the Subscription Agreements, the Sponsor Backstop Subscription Agreement, Parent’s Governing Documents and this Agreement, there are not any outstanding Contracts of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Except as disclosed within the Parent SEC Filings and except for the Subscription Agreements and the Investor Rights Agreement, Parent just isn’t a celebration to any shareholders agreement, voting settlement or registration rights agreement relating to Parent Common Stock or some other equity interests of Parent.

Except for the representations and warranties made by each Sponsor Party in this Article II, no Sponsor Party nor any other Person makes any categorical or implied illustration or warranty to Parent or the Company in connection with this Agreement or the transactions contemplated by this Agreement, and each Sponsor Party expressly disclaims any such different representations or warranties. Each Sponsor Party agrees to not commence or join in or knowingly facilitate, assist or encourage, and agrees to take all actions necessary to decide out of any class in any class action with respect to, any claim, spinoff or otherwise, in opposition to Parent, Merger Sub, the Company or any of their respective successors or directors , difficult the validity of, or in search of to enjoin the operation of, any provision of this Agreement or alleging a breach of any fiduciary obligation of any Person in connection with the analysis, negotiation or entry into the Merger Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such Sponsor Party from enforcing such Sponsor Party’s rights beneath this Agreement and the opposite agreements entered into in by such Sponsor Party in connection herewith. No celebration hereto shall assign this Agreement or any part hereof with out the prior written consent of the opposite events and any such switch with out prior written consent shall be void.

” shall means shares of Parent Common Stock bought within the PIPE Investment or pursuant to the Sponsor Backstop Subscription Agreement (other than the “Backstop Shares” as defined therein, which shall not be deemed to be “PIPE Shares” for functions of this Agreement). New Holder acknowledges that New Holder is acquiring certain Common Stock of the Company (the “Shares”) as a transferee of such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered an “Investor” and a holder of Registrable Securities for all purposes under the Agreement. “Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten providing and never as a half of such dealer’s market-making activities. “Certificate of Incorporation” means the certificates of incorporation of the Company, as in effect on the Closing Date, as the same may be amended every so often. We hereby undertake to inform the Company instantly of any change to any declaration, representation, guarantee or other info relating to us set forth herein which takes place previous to the closing of the acquisition of the Shares utilized for hereby. ☐ We are a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the good thing about its workers, if the plan has whole belongings in extra of $5 million.

Subject to the satisfaction or waiver of the entire circumstances set forth in Article VII, and provided that this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, Merger Sub I and SPV Holdco shall execute a plan of merger (the “Plan of Merger”) and file the Plan of Merger and some other documents required to impact the SPV Holdco Merger pursuant to the Cayman Act with the Registrar of Companies in the Cayman Islands (the “Registrar”) in accordance with Section 233 of the Cayman Act. The SPV Holdco Merger shall turn into effective on the time specified within the Plan of Merger in accordance with the Cayman Act (the “SPV Merger Effective Time”); provided, that, for the avoidance of doubt, the SPV Merger Effective Time shall in all events be one hour subsequent to Pubco’s receipt of the PIPE Financing Amount, which shall be a condition to the closing of the SPV Holdco Merger. The Business Combination Agreement accommodates online airbnb amazon spac 3.3b customary representations and warranties that every of the parties have made to one another referring to, amongst different matters, their respective companies, their capacity to enter into the Business Combination Agreement and their outstanding capitalization and, within the case of Rosecliff, its public filings. The representations and warranties of Pubco, the Company and the Company’s shareholders within the Business Combination Agreement shall not survive the Closing. This Agreement and all the provisions hereof might be binding upon and inure to the good factor about the parties hereto and their respective heirs, successors and permitted assigns. This Agreement and all obligations of a Holder are personal to such Holder and will not be transferred or delegated at any time.

This Subscription Agreement has been duly authorized, executed and delivered by HoldCo and, assuming that this Subscription Agreement constitutes the legitimate and binding agreement of the other events hereto, this Subscription Agreement is enforceable against HoldCo in accordance with its phrases, except as could additionally be restricted or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or different laws referring to or affecting the rights of collectors typically, or principles of equity, whether considered at law or equity. Sponsor agrees that, on the Closing Date, 25% of the Ordinary Shares to be acquired by Sponsor on the Closing in accordance with the terms of the Business Combination Agreement in trade for the shares of Class B common inventory, par worth $0.0001 per share, of SPAC (the “Founder Shares”) (the “Earnout Shares”), shall be transferred to an escrow agent moderately acceptable to Sponsor and Pubco (the “Escrow Agent”), and such Earnout Shares shall thereafter be held by the Escrow Agent in accordance with the phrases of this Section eight, the Business Combination Agreement and an escrow settlement reasonably acceptable to Pubco and Sponsor. Each Party acknowledges that the rights of each Party to consummate the Transactions are unique, recognizes and affirms that within the occasion of a breach of this Agreement by any Party, cash damages may be insufficient and the non-breaching Parties may have not enough treatment at law, and agree that irreparable injury may occur in the occasion that any of the provisions of this Agreement were not carried out by an applicable Party in accordance with their specific phrases or have been otherwise breached.

True, right, and complete copies of all Parent Contracts have been heretofore made available to the Company or Company counsel. Parent 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 materials data referring to Parent is made known to Parent’s principal government officer and its principal monetary officer, significantly in the course of the periods in which the periodic reports required under the Exchange Act are being prepared. To Parent’s information, such disclosure controls and procedures are effective in timely alerting Parent’s principal govt officer and principal monetary officer to materials info required to be included in Parent’s periodic reviews required beneath the Exchange Act.

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