SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this Agreement), effective as of February 1, 2021, is made and entered into by and between Ivy Hill Opportunity Corp., a Cayman Islands exempted company (the Company), Elliott Associates, L.P., a Delaware limited partnership (Elliott Associates) and Elliott International, L.P., a Cayman islands limited partnership (Elliott International, and, together with Elliott Associates, the Buyers).
WHEREAS, the Buyers wish to subscribe for an aggregate of 21,562,500 Class B ordinary shares (the Shares), allocated to each Buyer in accordance with the percentage set forth opposite such Buyers name on Schedule I, par value $0.0001 per share, of the Company, and the Company wishes to issue the Shares to the Buyers in the manner set forth on Schedule I, on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I DEFINITIONS
The terms defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:
Agreement shall have the meaning set forth in the preamble to this Agreement.
Buyers shall have the meaning set forth in the preamble to this Agreement.
Class B ordinary shares shall have the meaning set forth in the recitals to this Agreement.
Closing shall have the meaning set forth in Section 2.3 of this Agreement.
Closing Date shall have the meaning set forth in Section 2.3 of this Agreement.
Company shall have the meaning set forth in the preamble to this Agreement.
Consent means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.
Governmental Body shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority.
Law shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any Governmental Body.
Lien shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics or other Liens incurred in the Companys ordinary course of business or (ii) Liens for taxes incurred but not yet due.