FORM OF SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this Subscription Agreement) is entered into this 21st day of February, 2021, by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the Company), and the undersigned (Subscriber or you). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
WHEREAS, the Company and the other parties named therein are, substantially concurrently with the execution of this Subscription Agreement, entering into that certain Agreement and Plan of Merger, dated as of February 21, 2021 (the Transaction Agreement), pursuant to which the Company will acquire Wilco Holdco, Inc., a Delaware corporation (the Target), on the terms and subject to the conditions set forth therein (the Transaction);
WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase from the Company that number of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), set forth on the signature page hereto (the Shares) for a purchase price of $10.00 per share (the Per Share Price), or the aggregate purchase price set forth on the signature page hereto (the Purchase Price), and the Company desires to issue and sell to Subscriber the Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company on or prior to the Closing (as defined below); and
WHEREAS, in connection with the Transaction, certain other institutional accredited investors (within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the Securities Act)) have entered into separate subscription agreements (each such other accredited investor, an Other Subscriber and each such separate subscription agreement, an Other Subscription Agreement) with the Company, pursuant to which such investors have, together with the Subscriber pursuant to this Subscription Agreement, agreed to purchase an aggregate of 30,000,000 shares of Common Stock at the Per Share Price.
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:
1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance, the Subscription).
2. Representations, Warranties and Agreements.
2.1 Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Shares to Subscriber, Subscriber hereby represents and warrants to the Company and the Placement Agents (as defined herein) and agrees with the Company and the Placement Agents as follows:
2.1.1 If Subscriber is not an individual, 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. If Subscriber is an individual, Subscriber has the authority to enter into, deliver and perform its obligations under this Subscription Agreement.