Exhibit 10.1
FORM OF SUBSCRIPTION AGREEMENT
CC Neuberger Principal Holdings II
200 Park Avenue, 58th Floor
New York, New York 10166
Ladies and Gentlemen:
This
Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature
page hereto, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“SPAC”),
Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of the SPAC (“New CCNB”), and
the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of December 9,
2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
by and among the SPAC, New CCNB, Griffey Global Holdings, Inc., a Delaware corporation (the “Company”), Vector
Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of New CCNB (“Domestication
Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the SPAC (“Vector
Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the SPAC (“Vector
Merger Sub 2) and for limited purposes as set forth in the Business Combination Agreement, Griffey Investors, LP, a Delaware limited
partnership, pursuant to which, among other things, (i) New CCNB will convert into a Delaware corporation (the “Statutory
Conversion”), (ii) following the Statutory Conversion, the SPAC will merge with and into Domestication Merger Sub (the
“Domestication Merger”), with Domestication Merger Sub surviving the Domestication Merger (the “Domestication
Surviving Company”), (iii) following the Domestication Merger, G Merger Sub I will merge with and into the Company (the
“First Getty Merger”), with the Company surviving the First Getty Merger (the “First Surviving Company”)
and (iv) immediately following the First Getty Merger, the First Surviving Company will merge with and into G Merger Sub 2 (the
“Second Getty Merger,” and together with the First Getty Merger, the “Getty Mergers”, and together
with the Domestication Merger, the “Mergers”), with G Merger Sub 2 surviving the Second Getty Merger as a wholly owned
subsidiary of the First Surviving Company (the “Final Surviving Company”), on the terms and subject to the conditions
therein (the transactions contemplated by the Business Combination Agreement, including the Mergers, the “Transaction”).
In connection with the Transaction, SPAC is seeking commitments from interested investors to purchase, following the Domestication Merger
and prior to the Getty Mergers, shares of New CCNB’s Class A common stock, par value $0.0001 per share (the “Shares”),
in a private placement for a purchase price of $10.00 per share (the “Per Share Purchase Price”). On December 9,
2021, SPAC and New CCNB entered into subscription agreements (the “Other Subscription Agreements”) with certain other
investors (the “Other Investors”), pursuant to which the Other Investors have agreed to purchase on the closing date
of the Transaction an aggregate amount of up to 15,000,000 Shares, at the Per Share Purchase Price (the “Other PIPE Investment
Shares”). As of the date hereof, the Investor has agreed to purchase on the closing date of the Transaction an aggregate amount
of Shares (as set forth on the signature page hereto), at the Per Share Purchase Price, and such issuance of Shares shall be in
addition to the Other PIPE Investment Shares. The aggregate purchase price to be paid by the Investor for the subscribed Shares (as set
forth on the signature page hereto) is referred to herein as the “Subscription Amount.”
References to the “Issuer”
shall refer to the SPAC for all periods prior to completion of the Domestication Merger and to New CCNB for all periods after completion
of the Domestication Merger.
In connection therewith,
and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth
herein, and intending to be legally bound hereby, each of the Investor and Issuer acknowledges and agrees as follows:
1. Subscription.
The Investor hereby irrevocably subscribes for and agrees to purchase from Issuer the number of Shares set forth on the signature page of
this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that
Issuer reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reason, in whole
or in part, at any time prior to its, his or her acceptance, and the same shall be deemed to be accepted by Issuer only when this Subscription
Agreement is signed by a duly authorized person by or on behalf of Issuer; Issuer may do so in counterpart form. The Investor acknowledges
and agrees that, as a result of the Transaction, the Shares that will be purchased by the Investor and issued by Issuer pursuant to this
Subscription Agreement shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares
in a Cayman Islands exempted company).
2. Closing.
The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transaction. The Closing shall occur substantially concurrently with and be conditioned upon the effectiveness of,
the Transaction. Upon delivery of written notice from (or on behalf of) Issuer to the Investor (the “Closing Notice”),
that Issuer reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less
than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to
Issuer, three (3) business days prior to the closing date specified in the Closing Notice (the “Closing Date”),
(i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified
by Issuer in the Closing Notice and (ii) any other information that is reasonably requested in the Closing Notice in order for the
Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such Shares are to be
issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. At the Closing, a number of Shares shall be
issued to the Investor set forth on the signature page to this Subscription Agreement and subsequently such Shares shall be registered
in book entry form in the name of the Investor on Issuer’s share register; provided, however, that the obligation
to issue the Shares to the Investor is contingent upon Issuer having received the Subscription Amount in full accordance with this Section 2.
If the Closing does not occur within ten (10) business days following the Closing Date specified in the Closing Notice, Issuer
shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided
that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not
terminate this Subscription Agreement or relieve the Investor of its, his or her obligation to purchase the Shares at the Closing upon
the delivery by Issuer of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription
Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York,
New York are authorized or required by law to close.
3. Closing
Conditions.
a. The
obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject
to the following conditions:
(i) no
applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or
regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the
transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby;
and
(ii) (A) all
conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as
determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement
which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent
upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement) or waived according to the terms
of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on
the same date as the Closing.
b. The
obligation of Issuer to consummate the issuance and sale of the Shares pursuant to this Subscription Agreement shall be subject to the
conditions that (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct
in all material respects at and as of the Closing (except for those representations and warranties qualified by materiality, which shall
be true and correct in all respects and those representations and warranties that speak as of a specified earlier date, which shall be
so true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date), and consummation
of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained
in this Subscription Agreement as of the Closing; and (ii) all obligations, covenants and agreements of the Investor required to
be performed by it, him or her at or prior to the Closing shall have been performed in all material respects.
c. The
obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the conditions
(which may be waived by the Investor) that (i) all representations and warranties of Issuer contained in this Subscription Agreement
shall be true and correct in all material respects at and as of the Closing (other than representations and warranties that are qualified
as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects
and those representations and warranties that speak as of a specified earlier date, which shall be so true and correct in all material
respects (or, if qualified by materiality, in all respects) as of such earlier date), and consummation of the Closing shall constitute
a reaffirmation by Issuer of each of the representations and warranties of Issuer contained in this Subscription Agreement as of the
Closing; (ii) all obligations, covenants and agreements of Issuer required by this Subscription Agreement to be performed by it
at or prior to the Closing shall have been performed in all material respects; (iii) there shall have been no amendment or modification
to the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits that
Investor would reasonably expect to receive under this Subscription Agreement, except to the extent consented to in writing by Investor;
provided that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 9.3(c) of
the Business Combination Agreement (or the effects thereof); and (iv) New CCNB’s initial listing application with The New
York Stock Exchange (“NYSE”) in connection with the Transaction shall have been conditionally approved and, immediately following
the closing of the Transaction, New CCNB would satisfy any applicable listing requirements of NYSE as at the Closing Date, and the Shares
shall have been approved for listing on NYSE, subject to official notice of issuance.
4. Further
Assurances. At or prior to the Closing, the parties hereto shall execute and deliver, or cause to be executed and delivered, such
additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate
the subscription as contemplated by this Subscription Agreement.
5. Issuer
Representations and Warranties. Issuer represents and warrants to the Investor that (provided that no representation or warranty
by Issuer shall apply to any statement or information in the SEC Reports (as defined below) that relates to the topics referenced in
the Statement (as defined below), any reclassification of the Issuer’s public shares or any other accounting matters with respect
to Issuer’s securities or expenses or other initial public offering related matters, nor shall any correction, amendment or restatement
of Issuer’s filings or financial statements arising from or relating to the Statement or any other accounting matters, nor any
other effects that relate to or arise out of, or are in connection with or in response to, any of the foregoing or any changes in accounting
or disclosure related thereto, be deemed to be material for purposes of this Subscription Agreement or be deemed to be a breach of any
representation or warranty by Issuer or a Material Adverse Effect):
a. As
of the date hereof, Issuer is an exempted company duly formed, validly existing and in good standing under the laws of the Cayman
Islands (to the extent such concept exists in such jurisdiction). Issuer has all power (corporate or otherwise) and authority to own,
lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations
under this Subscription Agreement. As of the Closing, following the Domestication Merger, Issuer will be duly formed, validly existing
as a corporation and in good standing under the laws of the State of Delaware.
b. As
of the Closing, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been
issued in violation of or subject to any preemptive or similar rights created under Issuer’s certificate of incorporation (as adopted
in connection with the Domestication Merger) or under the General Corporation Law of the State of Delaware.
c. This
Subscription Agreement has been duly authorized, executed and delivered by Issuer and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against Issuer in accordance with its terms,
except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law
or equity.
d. The
issuance and sale of the Shares and the compliance by Issuer with all of the provisions of this Subscription Agreement and the consummation
of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or
assets of Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument to which Issuer or any of its subsidiaries is a party or by which Issuer or any of its
subsidiaries is bound or to which any of the property or assets of Issuer is subject that would reasonably be expected to materially
affect the validity of the Shares or the legal authority of Issuer to timely comply in all material respects with the terms of this Subscription
Agreement (a “Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational
documents of Issuer; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court
or governmental agency or body, domestic or foreign, having jurisdiction over Issuer or any of its properties that would reasonably be
expected to have a Material Adverse Effect.
e. As
of their respective dates, all reports (the “SEC Reports”) required to be filed by Issuer with the U.S. Securities
and Exchange Commission (the “SEC”) complied in all material respects with the applicable requirements of the Securities
Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed or, if
amended, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. Each Investor acknowledges that (i) the Staff of the SEC issued the Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (together with any subsequent guidance,
statements or interpretations issued by the SEC or the Staff relating thereto or to other accounting matters related to Issuer’s
securities or expenses or other initial public offering related matters, the “Statement”), (ii) Issuer continues
to review the Statement and its implications, including on the financial statements and other information included in the SEC Reports
and (iii) any restatement, revision or other modification of the SEC Reports, including, without limitation, any changes to historical
accounting policies of Issuer and any reclassification of the Issuer’s public shares in connection with any order, directive, guideline,
comment or recommendation from the SEC that is applicable to Issuer, including, without limitation, arising from or relating to Issuer’s
review of the Statement shall be deemed not material for purposes of this Subscription Agreement.
f. Assuming
the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Shares by Issuer to the Investor hereunder. The Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner
involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
g. Other
than (i) the Other Subscription Agreements, (ii) the Business Combination Agreement and any agreement explicitly contemplated
thereby, (iii) any other subscription agreement entered into after the date of this Subscription Agreement with respect to the same
class of shares being acquired by Investor hereunder and at the same Per Share Purchase Price and otherwise on substantially similar
economic terms and in substantially similar form as this Subscription Agreement (each, a “Subsequent Subscription Agreement”
and the investor thereunder, a “Subsequent Investor”), and (iv) any commercial agreement entered into after the date
of this Subscription Agreement that is unrelated to the financing of the Company or New CCNB or fundraising in connection with the Transaction,
the Issuer has not entered into any side letter or similar agreement with any investor in connection with such investor’s direct
or indirect investment in the Issuer (other than any side letter or similar agreement relating to the transfer to any investor of (i) securities
of the Issuer by existing securityholders of the Issuer, which may be effectuated as a forfeiture to the Issuer and reissuance, or (ii) securities
to be issued to the direct or indirect securityholders of the Company pursuant to the Business Combination Agreement). No Subsequent
Subscription Agreement and no Other Subscription Agreement (other than any subscription agreement entered into by CC Neuberger Principal
Holdings II Sponsor LLC or Getty Investment L.L.C., or their affiliates which, however, shall be with respect to the same class of shares
being acquired by Investor hereunder and at the same Per Share Purchase Price) includes terms and conditions that are materially more
advantageous to any such Subsequent Investor or Other Investor than Investor hereunder, and no such Subsequent Subscription Agreement
or Other Subscription Agreement has been amended in any material respect following the date of this Subscription Agreement.
h. The
Issuer has prior to the date, or shall on the first (1st) business day immediately following the date hereof, issued or issue
one or more press releases or filed with the SEC a Current Report on Form 8-K that disclosed or discloses all material terms of
the transactions contemplated hereby, by the Other Subscription Agreements and the Business Combination Agreement and other material
nonpublic information that Issuer has provided to the Investor at any time prior to the date hereof.
6. Investor
Representations and Warranties. The Investor represents and warrants to Issuer that:
a. The
Investor (i) is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), satisfying
the applicable requirements set forth on Schedule A hereto, (ii) is acquiring the Shares only for its, his or her own account
and not for the account of others and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with,
any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The
Investor has completed Schedule A following the signature page hereto and the information contained therein is accurate and
complete. The Investor further acknowledges that it, he or she is aware that the sale to it, him or her is being made in reliance on
a private placement exempt from registration under the Securities Act and is acquiring the Shares for its, his or her own account.
b. [Reserved.]
c. The
Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the offer and sale of the Shares have not been registered under the Securities Act or any other applicable
securities laws. The Investor acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed
of by the Investor absent an effective registration statement under the Securities Act except in compliance with any exemption therefrom,
and that any book entries representing the Shares shall contain a restrictive legend to such effect, which legend shall be subject to
removal as set forth herein, subject to applicable law. The Investor acknowledges and agrees that the Shares will be subject to transfer
restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge
or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period
of time. The Investor acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that Issuer files a Current Report
on Form 8-K following the Closing that includes the “Form 10” information required under applicable SEC rules and
regulations. The Investor acknowledges and agrees that it, he or she has been advised to consult legal counsel and tax and accounting
advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Shares.
d. The
Investor acknowledges and agrees that the Investor is purchasing the Shares directly from Issuer. The Investor further acknowledges that
there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Issuer, the Company,
and Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
(collectively, the “Placement Agents”), any of their respective affiliates or any control persons, officers, directors,
employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other
than those representations, warranties, covenants and agreements of Issuer expressly set forth in Section 6 of this Subscription
Agreement.
e. The
Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406
of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended,
or any applicable similar law.
f. The
Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an
investment decision with respect to the Shares, including, with respect to Issuer, the Transaction and the business of the Company and
its direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it, he or she
has reviewed the SEC Reports and other information as the Investor has deemed necessary to make an investment decision with respect to
the Shares. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had
the full opportunity to ask such questions, including from the Company directly, receive such answers and obtain such information as
the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect
to the Shares, including but not limited to access to marketing materials and a virtual data room containing information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient, in the Investor’s
judgment, to enable the Investor to evaluate its, his or her investment. The Investor acknowledges that certain information provided
by the Company was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain
and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the projections. The Investor further acknowledges that it, he or she has reviewed or had
the full opportunity to review all disclosure documents provided to such Investor in the offering of the Shares and no statement or printed
material which is contrary to such disclosure documents has been made or given to the Investor by or on behalf of Issuer or Company.
Based on such information as the Investor has deemed appropriate and without reliance upon the Placement Agents, the Investor has independently
made its, his or her own analysis and decision to enter into the Transaction. Except for the representations, warranties and agreements
of the Issuer expressly set forth in any Subscription Agreement, the Investor is relying exclusively on its, his or her own sources of
information, investment analysis and due diligence (including professional advice it, he or she deemed appropriate) with respect to the
Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of
the Issuer and the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters.
g. The
Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and Issuer, the Company or
a representative of Issuer or the Company, and the Shares were offered to the Investor solely by direct contact between the Investor
and Issuer, the Company or a representative of Issuer or the Company. The Investor did not become aware of this offering of the Shares,
nor were the Shares offered to the Investor, by any other means and none of Issuer, Company or their respective representatives or any
person acting on behalf of any of them acted as investment advisor, broker or dealer to the Investor. The Investor acknowledges that
the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in
a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The
Investor acknowledges that it, he or she is not relying upon, and has not relied upon, any statement, representation or warranty made
by any person, firm or corporation (including, without limitation, Issuer, the Company, any of their respective affiliates or any
control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations
and warranties of Issuer contained in Section 5 of this Subscription Agreement, in making its, his or her investment or decision
to invest in Issuer.
h. The
Investor acknowledges that it, he or she is aware that there are substantial risks incident to the purchase and ownership of the Shares,
including but not limited to those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting,
legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its,
his or her own assessment and has satisfied itself, himself or herself concerning relevant tax and other economic considerations relative
to its, his or her purchase of the Shares. The Investor will not look to the Placement Agents for all or part of any such loss or losses
the Investor may suffer, is able to sustain a complete loss on its, his or her investment in the Shares, has no need for liquidity with
respect to its, his or her investment in the Shares and has no reason to anticipate any change in circumstances, financial or otherwise,
which may cause or require any sale or distribution of all or any part of the Shares.
i. Alone,
or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in
the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in
the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Issuer. The Investor has determined
based on its, his or her own independent review and such professional advice as the Investor deemed appropriate that its, his or her
purchase of the Securities and participation in the Transaction are fully consistent with its, his or her financial needs, objectives
and condition and is a suitable investment for the Investor, notwithstanding the risks inherent in investing in or holding the Securities.
The Investor acknowledges specifically that a possibility of total loss exists.
j. The
Investor hereby acknowledges and agrees that (a) the Placement Agents are acting solely as placement agents in connection with the
Transaction and are not acting as underwriters or in any other capacity and are not and shall not be construed as a fiduciary for the
Investor, the Company or any other person or entity in connection with the Transaction, (b) the Placement Agents have not made and
will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or
recommendation in connection with the Transaction, (c) the Placement Agents will have no responsibility with respect to (i) any
representations, warranties or agreements made by any person or entity under or in connection with the Transaction or any of the documents
furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person)
or any thereof, or (ii) the business, condition (financial or otherwise), operations, properties or prospects of, or any other matter
concerning the Company, the Target or the Transaction, and (d) the Placement Agents shall have no liability or obligation (including
without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs,
expenses or disbursements incurred by the Investor, the Company or any other person or entity), whether in contract, tort or otherwise,
to the Investor, or to any person claiming through the Investor, in respect of the Transaction. In making its, his or her decision to
purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality
of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents
or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of
any of the foregoing concerning Issuer, the Company, the Transaction, the Business Combination Agreement, this Subscription Agreement
or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.
k. The
Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares
or made any findings or determination as to the fairness of this investment.
l. The
Investor has full power, right and legal capacity to execute and deliver this Subscription Agreement and to perform its, his or her obligations
hereunder.
m. This
Subscription Agreement has been duly authorized, executed and delivered by the Investor. This Subscription Agreement is enforceable against
the Investor in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.
n. The
Investor is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599
List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “OFAC Lists”), (ii) acting
on behalf of one or more persons that are named on the OFAC Lists; (iii) located, resident or born in, or a citizen or national
of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine or any other country or territory embargoed or subject to substantial
trade restrictions by the United States or (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R.
Part 515 (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested
thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. The Investor
also represents that, to the extent required, it, he or she maintains procedures reasonably designed to ensure compliance with OFAC-administered
sanctions programs. The Investor further represents and warrants that, to the extent required by applicable law, the Investor maintains
procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived and
were not obtained, directly or indirectly, from a Prohibited Investor.
o. The
Investor acknowledges that neither the Placement Agents, nor any of their respective affiliates nor any control persons, officers, directors,
employees, partners, agents or representatives of any of the foregoing have made any independent investigation with respect to Issuer,
the Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any
information supplied to the Investor by Issuer.
p. In
connection with the issue and purchase of the Shares, the Placement Agents have not acted as the Investor’s financial advisor or
fiduciary.
q. The
Investor acknowledges that it, he or she is aware that Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as
financial advisors to the Company in connection with the Transaction.
r. The
Investor has and, when required to deliver payment to Issuer pursuant to Section 2 above, will have, sufficient funds to
pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.
s. As
of the date hereof, the Investor does not have, and during the thirty (30) day period immediately prior to the date hereof the Investor
has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or
short sale positions with respect to the securities of Issuer.
t. The
Investor is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the
purpose of acquiring, holding, voting or disposing of equity securities of Issuer (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), other than a group consisting solely of the Investor and its, his or her affiliates.
7. Registration
Rightsa. .
a. Issuer
agrees that within forty-five (45) calendar days after the Closing, it will file with the SEC (at its sole cost and expense) a registration
statement registering the resale of the Shares (the “Registration Statement”), and it shall use its commercially reasonable
efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the
earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof
if the SEC notifies Issuer that it will “review” the Registration Statement) and (ii) ten (10) business days after
Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed”
or will not be subject to further review. Issuer agrees to cause such Registration Statement, or another shelf registration statement
that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the second
anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement,
or (iii) on the first date on which the Investor is able to sell all of its, his or her Shares issued pursuant to this Subscription
Agreement (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”)
within 90 days without the public information, volume or manner of sale limitations of such rule. The Investor agrees to disclose its,
his or her ownership to Issuer upon request to assist it, him or her in making the determination with respect to Rule 144 described
in clause (iii) above. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless
in response to a comment or request from the staff of the SEC or another regulatory agency; provided, that if the SEC requests
that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw
its, his or her Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents Issuer from including any
or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the
Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for
resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of
Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling
shareholders. Issuer may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on
Form S-3 at such time after Issuer becomes eligible to use such Form S-3. The Investor acknowledges and agrees that the Issuer
may delay the filing or suspend the use of the Registration Statement if the Issuer determines that in order for such registration statement
not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect
a bona fide business or financing transaction of Issuer, would require premature disclosure of information that would adversely affect
Issuer that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act or would require
the inclusion of financial statements that are unavailable to the Issuer for reasons beyond the Issuer’s control; provided,
that, (I) Issuer shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety
(90) consecutive days or more than a total of one hundred-twenty (120) calendar days in any three hundred sixty (360) consecutive day
period and (II) Issuer shall use commercially reasonable efforts to make such Registration Statement available for the sale by the
Investor of such securities as soon as practicable thereafter. If so directed by Issuer, the Investor will destroy all copies of the
prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to destroy all copies of the
prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus (A) in
order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention
policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Issuer’s obligations
to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration
Statement are contingent upon the Investor furnishing in writing to Issuer such information regarding the Investor, the securities of
Issuer held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public
offerings, as shall be reasonably requested by Issuer to effect the registration of such Shares, and shall execute such documents in
connection with such registration as Issuer may reasonably request that are customary of a selling shareholder in similar situations.
b. Indemnification
(i) Issuer
shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Investor (to the extent a
seller under the Registration Statement), its officers, directors, agents, partners, members, managers, stockholders, affiliates (within
the meaning of Rule 405 under the Securities Act), employees and investment advisers, each person who controls Investor (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members,
managers, stockholders, agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent
permitted by applicable law, from and against any and all claims, suits, actions, or litigation brought by a third party that arise out
of or are based upon any untrue or alleged untrue statement of a material fact contained (or incorporated by reference) in the Registration
Statement, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements,
alleged untrue statements, omissions or alleged omissions are based solely upon information regarding Investor furnished in writing to
Issuer by or on behalf of Investor expressly for use therein (“Claim”), and any losses, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”) as incurred as a result of such
Claim. Issuer shall notify Investor of the institution, threat or assertion of any proceeding arising from or in connection with the
transactions contemplated by this Section 7 of which Issuer is aware. Notwithstanding the forgoing, Issuer’s indemnification
obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written
consent of the Issuer (which consent shall not be unreasonably withheld or delayed).
(ii) Investor
shall, severally and not jointly with any Other Investor or other selling securityholder named in the Registration Statement, indemnify
and hold harmless Issuer, its directors, officers, agents and employees, each person who controls the Issuer (within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling
persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon
any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case
of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding Investor
furnished in writing to Issuer by or on behalf of Investor expressly for use therein. In no event shall the liability of Investor be
greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Shares giving rise to such indemnification
obligation. Notwithstanding the forgoing, Investor’s indemnification obligations shall not apply to amounts paid in settlement
of any Losses or action if such settlement is effected without the prior written consent of Investor (which consent shall not be unreasonably
withheld or delayed).
(iii) Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party
who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any
indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect
to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter
into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party
pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
(iv) The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified
party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.
(v) If
the indemnification provided under this Section 7(b) from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided that in no event shall the liability
of Investor be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Shares giving rise
to such contribution obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be subject to the limitations set forth in this Section 7 and deemed to include any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7(b) from
any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation to make a contribution
pursuant to this Section 7(b)(v) shall be individual, not joint and several, and in no event shall the liability of Investor
hereunder exceed the net proceeds received by Investor upon the sale of the Shares giving rise to such indemnification obligation. Notwithstanding
anything to the contrary herein, in no event will any party be liable for consequential, special, exemplary or punitive damages in connection
with this Subscription Agreement.
8. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur
of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms without being
consummated, (b) upon the mutual written agreement of each of the parties hereto and the Company to terminate this Subscription
Agreement, or (c) 30 days after the Outside Date (as defined in the Business Combination Agreement as in effect on the date hereof),
if the Closing has not occurred by such date (provided, that the right to terminate this Subscription Agreement pursuant to this clause
(c) shall not be available to the Investor if the Investor’s breach of any of its, his or her covenants or obligations under
this Subscription Agreement (or if an affiliate of the Investor is one of the Other Investors under an Other Subscription Agreement,
and such Other Investor’s breach of any of its, his or her covenants or obligations under the Other Subscription Agreement), either
individually or in the aggregate, shall have proximately caused the failure of the consummation of the Transaction on or before the Outside
Date) (the termination events described in clauses (a)–(c) above, collectively, the “Termination Events”);
provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and
each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful
breach. Issuer shall notify the Investor in writing of the termination of the Business Combination Agreement promptly after the termination
of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and
any monies paid by the Investor to Issuer in connection herewith shall promptly (and in any event within one (1) business day) following
the Termination Event be returned to the Investor.
9. Trust
Account Waiver. The Investor acknowledges that Issuer is a blank check company with the powers and privileges to effect a merger,
asset acquisition, reorganization or similar business combination involving Issuer and one or more businesses or assets. The Investor
further acknowledges that, as described in Issuer’s prospectus relating to its initial public offering dated July 30, 2020
(the “Prospectus”) available at www.sec.gov, substantially all of Issuer’s assets consist of the cash proceeds
of Issuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been
deposited in a trust account (the “Trust Account”) for the benefit of Issuer, its public shareholders and the underwriters
of Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be
released to Issuer to pay its tax obligations and to fund certain of its working capital requirements, the cash in the Trust Account
may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of Issuer entering into this Subscription
Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor, on behalf of itself, himself or herself and its,
his or her representatives hereby irrevocably waives any and all right, title and interest, or any claim of any kind it, he or she has
or may have in the future, in or to any monies held in the Trust Account (or distributions therefrom to Issuer’s public shareholders
or to the underwriters of Issuer’s initial public offering in respect of their deferred underwriting commissions held in the Trust
Account), and agrees not to seek recourse against the Trust Account; provided, however, that nothing in this Section 9
shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of
its record or beneficial ownership of Shares currently outstanding on the date hereof, pursuant to a validly exercised redemption right
with respect to any such Shares, except to the extent that the Investor has otherwise agreed with Issuer to not exercise such redemption
right.
10. Miscellaneous.
a. Neither
this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Shares acquired hereunder, if any)
may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that (i) this Subscription
Agreement and any of the Investor’s rights and obligations hereunder may be assigned to any fund or account managed by the same
investment manager as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager
without the prior consent of Issuer and (ii) the Investor's rights under Section 7 may be assigned to an assignee or
transferee of the Shares (other than in connection with a sale of the Shares); provided further that prior to such assignment any such
assignee shall agree in writing to be bound by the terms hereof; provided, that no assignment pursuant to clause (i) of this Section 10(a) shall
relieve the Investor of its, his or her obligations hereunder unless otherwise agreed to in writing by Issuer.
b. Issuer
may request from the Investor such additional information as Issuer may deem necessary to register the resale of the Shares and evaluate
the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably be
requested to the extent readily available. The Investor acknowledges and agrees that if it, he or she does not provide Issuer with such
requested information, Issuer may not be able to register the Investor's Shares for resale pursuant to Section 7 hereof.
The Investor acknowledges that Issuer may file a copy of this Subscription Agreement (or a form of this Subscription Agreement) with
the SEC as an exhibit to a periodic report or a registration statement of Issuer.
c. The
Investor acknowledges that Issuer, the Company, the Placement Agents, and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement, including Schedule A hereto. Prior to the Closing, the Investor
agrees to promptly notify Issuer, the Company and the Placement Agents in writing (including, for the avoidance of doubt, by email) if
any of the acknowledgments, understandings, agreements, representations and warranties made by the Investor as set forth in Section 6
above are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations
and warranties qualified by materiality, in which case the Investor shall notify Issuer and the Placement Agents if they are no longer
accurate in any respect). The Investor acknowledges and agrees that each purchase by the Investor of Shares from Issuer will constitute
a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice)
by the Investor as of the time of such purchase.
d. Issuer,
the Company and the Placement Agents are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to
produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 10(d) shall
not give the Company or the Placement Agents any rights other than those expressly set forth herein and, without limiting the generality
of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and
warranties of Issuer set forth in this Subscription Agreement.
e. This
Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 8
above) except by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification
or waiver by Issuer of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company
(other than modifications, amendments or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any
economic or any other material term of this Subscription Agreement). No failure or delay of any party in exercising any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have hereunder.
f. This
Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties hereto, with respect to the subject matter hereof. Except as
set forth in Section 8, Section 10(c), Section 10(d), Section 10(e), this Section 10(f),
Section 10(k) and Section 11 with respect to the persons specifically referenced therein, and Section 6
and Section 11 with respect to the Placement Agents, this Subscription Agreement shall not confer any rights or remedies
upon any person other than the parties hereto, and their respective successors and assigns, and the parties hereto acknowledge that such
persons so referenced are third party beneficiaries of this Subscription Agreement with right of enforcement for the purposes of, and
to the extent of, the rights granted to them, if any, pursuant to the applicable provisions; provided, that, notwithstanding anything
to the contrary contained in this Subscription Agreement, the Company is an intended third party beneficiary of each of the provisions
of this Subscription Agreement.
g. Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal 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.
h. If
any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected
or impaired thereby and shall continue in full force and effect.
i. This
Subscription Agreement may be executed and delivered in one (1) or more counterparts (including by electronic means, such as facsimile,
in .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts,
with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed
together and shall constitute one and the same agreement.
j. At
any time, Issuer may (a) extend the time for the performance of any obligation or other act of the Investor, (b) waive
any inaccuracy in the representations and warranties of the Investor contained herein or in any document delivered by the Investor pursuant
hereto and (c) waive compliance with any agreement of the Investor or any condition to its own obligations contained herein. At
any time, the Investor may (a) extend the time for the performance of any obligation or other act of Issuer, (b) waive any
inaccuracy in the representations and warranties of Issuer contained herein or in any document delivered by Issuer pursuant hereto and
(c) waive compliance with any agreement of Issuer or any condition to its, his or her own obligations contained herein. Any such
extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.
k. The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
hereto shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or
undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being
in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto
acknowledge and agree that the Company shall be entitled to specifically enforce the Investor’s obligations to fund the Subscription
Amount and the provisions of this Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein.
l. This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit,
litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before
any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.
m. Each
party hereto hereby, and any person asserting rights as a third party beneficiary may do so only if he, she or it, irrevocably agrees
that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection
with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document
or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive
jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each party hereto hereby
consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection that it, he or she may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in
any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 10(m) is
pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any
counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person
asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any
Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such
action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or
immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action,
suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 10(m) following
the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING
RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY
JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY
TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE
A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE,
NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A
SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.
n. Any
notice or communication required or permitted hereunder to be given to the Investor shall be in writing and either delivered personally,
emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, to such
address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when
so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three
(3) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter
designate by notice given hereunder:
(i) if
to the Investor, to such address or addresses set forth on the signature page hereto;
(ii) if
to Issuer, to:
CC Neuberger Principal Holdings II
200 Park Avenue,
58th Floor
New York, New York 10166
Attn:
Matthew Skurbe
with a required copy to (which copy shall not constitute notice):
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attn:
Peter Seligson
o. If
Investor is a Massachusetts Business Trust, a copy of the Declaration of Trust of Investor or any affiliate thereof is on file with the
Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that the Subscription Agreement is executed on behalf
of the trustees of Investor or any affiliate thereof as trustees and not individually and that the obligations of the Subscription Agreement
are not binding on any of the trustees or stockholders of Investor or any affiliate thereof individually but are binding only upon Investor
or any affiliate thereof and its, his or her assets and property.
p. The
Issuer shall use commercially reasonable efforts, if requested by Subscriber to, within five (5) business days of such request,
(i) issue to the transfer agent a legal opinion instructing the transfer agent that, in connection with a sale or transfer of “restricted
securities” (i.e., securities issued pursuant to an exemption from the registration requirements of Section 5 of the
Securities Act), the resale or transfer of which restricted securities has been registered pursuant to an effective Registration Statement
by the holder thereof named in such Registration Statement, upon receipt of an appropriate broker representation letter and other such
documentation as the Issuer's counsel deems necessary and appropriate and after confirming compliance with relevant prospectus delivery
requirements, is authorized to remove any applicable restrictive legend in connection with such sale or transfer and (ii) if the
Shares are not registered pursuant to an effective Registration Statement, issue to the transfer agent a legal opinion to facilitate
the sale or transfer of the Shares and removal of any restrictive legends pursuant to any exemption from the registration requirements
of Section 5 of the Securities Act that may be available to a requesting Investor; provided that, (A) the Issuer and
its counsel may request and rely upon customary representations from the Investor in connection with delivery of such opinion and (B) notwithstanding
the foregoing, the Issuer and its counsel will not be required to deliver any such opinion, authorization, certificate or direction if
it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.
11. Non-Reliance
and Exculpation. The Investor acknowledges that it, he or she is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the
statements, representations and warranties of Issuer expressly contained in Section 5 of this Subscription Agreement, in
making its, his or her investment or decision to invest in Issuer. The Investor acknowledges and agrees that none of (i) any Other
Investor pursuant to any Other Subscription Agreement (including such Other Investor’s respective affiliates or any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective
affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any
other party to the Business Combination Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any Other
Investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private
placement of the Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby,
including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection
with the purchase of the Shares or with respect to any claim (whether in tort, contract, under federal or state securities laws or otherwise)
for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection
herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information
or materials of any kind furnished by Issuer, the Company, the Placement Agents or any Non-Party Affiliate concerning Issuer, the Company,
the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes
of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee,
partner, member, manager, direct or indirect equityholder or affiliate of Issuer, the Company, the Placement Agents or any of Issuer’s,
the Company’s or the Placement Agents’ controlled affiliates or any family member of the foregoing.
12. No
Hedging. The Investor agrees that, from the date hereof until the Closing or the earlier termination of this Subscription Agreement,
none of the Investor or any person or entity acting on behalf of the Investor or pursuant to any understanding with the Investor will
engage in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of,
or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument,
including without limitation equity repurchase agreements and securities lending arrangements, however described or defined) designed
or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether
by the Investor or any other person), in each case, solely to the extent it has the same economic effect as a “short sale”
(as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act), of any economic consequences of ownership (excluding,
for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly,
physically or synthetically, of any Shares or any securities of Issuer prior to the Closing, whether any such transaction or arrangement
(or instrument provided for thereunder) would be settled by delivery of securities of Issuer, in cash or otherwise, or to publicly disclose
the intention to undertake any of the foregoing; provided, however, that the provisions of this Section 12 shall not apply
to long sales (including sales of securities held by the Investor, its, his or her controlled affiliates or any person or entity acting
on behalf of the Investor or any of its, his or her controlled affiliates prior to the date hereof and securities purchased by the Investor
in the open market after the date hereof) other than those effectuated through derivative transactions and similar instruments.
[SIGNATURE PAGES FOLLOW]
IN
WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its, his or her duly authorized
representative as of the date set forth below.
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Name in which Shares are to be registered (if different):
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Date: ________, 2021
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Investor’s EIN:
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Business Address-Street:
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Mailing Address-Street (if different):
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Attn:
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Number of Shares subscribed for:
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Aggregate Subscription Amount: $
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Price Per Share: $10.00
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You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by Issuer in the Closing Notice.
To the extent the offering is oversubscribed the number of Shares received and the Subscription Amount may be less than the maximum number
of Shares subscribed for.
[Signature Page to Subscription Agreement]
IN WITNESS WHEREOF, SPAC
and New CCNB have each accepted this Subscription Agreement as of the date set forth below.
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CC NEUBERGER PRINCIPAL HOLDINGS II
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By:
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VECTOR HOLDING, LLC
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By:
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Date: ,
2021
[Signature Page to
Subscription Agreement]
SCHEDULE A
ELIGIBILITY REPRESENTATIONS
OF THE INVESTOR
This
Schedule must be completed by Investor and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used
and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. The Investor must check
the applicable box below.
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ACCREDITED INVESTOR STATUS
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(Please check the applicable subparagraphs):
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1.
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¨ We are an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders
are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the
appropriate box below indicating the provision under which we qualify as an “accredited investor.”
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2. ¨ We
are not a natural person.
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Rule 501(a) under the Securities
Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed
categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities
to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply
to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”
¨ Any
bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;
¨ Any
plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
¨ Any
employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;
¨ Any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
¨ Any
director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer,
or general partner of a general partner of that issuer;
¨ Any
natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating
a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness
that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of
the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time
of sale of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the
primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s
primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be
included as a liability;
¨ Any
natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s
spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current
year;
¨ Any
natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational
institution that the SEC has designated as qualifying an individual for accredited investor status, such as a General Securities Representative
license (Series 7), a Private Securities Offerings Representative license (Series 82) and an Investment Adviser Representative
license (Series 65);
¨ Any
trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or
¨ Any
entity in which all of the equity owners are accredited investors meeting one or more of the above tests.
This page should
be completed by the Investor
and constitutes
a part of the Subscription Agreement.
Exhibit 99.1
Multiply Group to invest $75 million in additional
PIPE investment in connection with Getty Images’ business combination with CC Neuberger Principal Holdings II
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Tech-focused holding company signs binding commitment
to invest at $10 per share, on the same terms as the existing $150 million PIPE committed in the aggregate by a CC Neuberger affiliate
and by the Getty Family, bringing total anticipated PIPE proceeds to $225 million
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NEW YORK -- December 28, 2021 -- Tech-focused
holding company Multiply Group (“Multiply”) and CC Neuberger Principal Holdings II (NYSE: PRPB) (“CC Neuberger”),
a special-purpose acquisition company sponsored by CC Capital and Neuberger Berman, today announced the signing of a binding commitment
for Multiply to make an additional $75 million PIPE investment, on the same terms as the existing PIPE investors, in CC Neuberger’s
business combination (the “Business Combination”) with Getty Images (or the “Company”), a preeminent global visual
content creator and marketplace.
As previously announced, upon closing of the transaction
between Getty Images and CC Neuberger Principal Holdings II, a newly formed parent company of Getty Images will become a publicly traded
company, and its common stock is expected to be listed on the New York Stock Exchange under the symbol "GETY." The closing of
the transaction is expected in the first half of 2022.
The Business Combination values Getty Images at
an enterprise value of $4.8 billion. The incremental PIPE from Multiply increases total capital commitments to $875 million with an expected
total equity investment of approximately $1.3 billion raised in the transaction. Proceeds are expected to pay down existing Getty Images
debt and conservatively capitalize the Company’s balance sheet with a net leverage ratio of approximately 3.2x 2022E Adjusted EBITDA
of $315 million.
Samia Bouazza, CEO and Managing Director of Multiply Group, said:
“We regard Getty Images as a clear global leader in visual content with substantial recurring subscription revenues and high growth
potential amid continued digital disruption, and this investment is a key step in our pursuit of strategic investments that create technological
synergies across our portfolio. This is a great opportunity to invest in Getty Images prior to its expected listing on the New York Stock
Exchange, alongside the CC Neuberger team, a partner with a strong vision and impressive track record.”
Chinh Chu, CEO and Director of CC Neuberger Principal Holdings II,
said: “We are pleased to welcome Multiply Group as a major investor as we progress toward completing CC Neuberger’s business
combination with Getty Images. Multiply Group will be a valuable long-term partner to our investor base, and they share our vision for
the future growth and opportunities at Getty Images.”
Craig Peters, CEO of Getty Images, said: “We value the
commitment from Multiply Group and look forward to their long-term investment support for our next phase of growth. Becoming a publicly
listed company is the next step in the continued evolution of our business and enables us to build on our momentum as we enable more
and more businesses to connect and compete in an increasingly visual world.”
Getty Images complements Multiply Group’s
existing investments in fast-growing, global tech-centric businesses, which include digital marketing firms Firefly and Yieldmo. Multiply
Group recently raised AED 3.1 billion in a private placement ahead of its listing on the Abu Dhabi Securities Exchange on December 5,
2021.
Additional information about the PIPE investment by Multiply Group
will be provided in a Current Report on Form 8-K to be filed by CC Neuberger Principal Holdings II with the Securities and Exchange Commission
("SEC") and available at www.sec.gov.
About Multiply Group
Multiply Group (formerly known as Multiply Marketing Consultancy) is
an Abu Dhabi-based holding company investing in and growing, organically and inorganically, a diversified portfolio of high-return businesses,
both in the UAE and abroad.
With a forward-thinking outlook, Multiply Group continues to expand
by organically growing existing businesses, acquiring innovative solutions, creating platforms that empower companies to be more scalable
and efficient, and infusing their growth mindset culture into their subsidiaries. In terms of inorganic growth, Multiply Group pursues
disruptive, tech-driven and scalable acquisitions, with rapid growth potential, particularly focusing on the digital economy.
Multiply Group’s investments span many industries including businesses
such as Emirates Driving Company, Omorfia Group, Viola Communications, Firefly and Yieldmo.
Major shareholders of Multiply Group include International Holding
Company (IHC), one of the fastest growing and most valuable companies in the UAE.
About CC Neuberger Principal Holdings II
CC Neuberger Principal Holdings II is a special purpose acquisition
company that completed its initial public offering in July 2020, raising $828 million in proceeds. Formed and led by Chinh E. Chu, Douglas
Newton, Jason K. Giordano, Matthew Skurbe, Charles Kantor and other senior professionals of CC Capital and Neuberger Berman, CC Neuberger
Principal Holdings II is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses.
About Getty Images
Getty Images is a preeminent global visual content
creator and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their
size. Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves over 1 million customers in almost
every country in the world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s
best photographers and videographers. Getty Images works with over 450,000 contributors and more than 300 content partners to deliver
this powerful and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing
depth and breadth of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives
in the world with over 135 million images dating back to the beginning of photography.
Media Contacts
CC Neuberger Principal Holdings II
CC Capital
Jon Keehner, Tim Ragones and Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
215-355-4449
Neuberger Berman
Alex Samuelson
Alexander.samuelson@nb.com
212-476-5392
Getty Images
Anne Flanagan
Anne.flanagan@gettyimages.com
Additional Information about the Transactions and Where to Find
It
In connection with the Business Combination between Griffey Global
Holdings, Inc. (“Getty Images“), CC Neuberger, Vector Holding, LLC (“New CCNB”) and the other parties to the Business
Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement”), New CCNB intends to file a registration
statement on Form S-4 (as may be amended from time to time, the “Registration Statement”) that includes a preliminary proxy
statement and a preliminary prospectus of New CCNB, and after the Registration Statement is declared effective, New CCNB will mail a definitive
proxy statement/prospectus relating to the Business Combination to CCNB’s shareholders. The Registration Statement is not yet effective.
The Registration Statement, including the proxy statement/prospectus contained therein, when it is declared effective by the SEC, will
contain important information about the Business Combination and the other matters to be voted upon at a meeting of CCNB’s shareholders
to be held to approve the Business Combination (and related matters). This press release does not contain all the information that should
be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision
or any other decision in respect of such matters. New CCNB and CCNB may also file other documents regarding this Business Combination
with the SEC regarding the Business Combination. CCNB shareholders and other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed
in connection with the Business Combination, as these materials will contain important information about New CCNB, CCNB, Getty Images
and the Business Combination.
When available, the definitive proxy statement/prospectus and other
relevant materials for the Business Combination will be mailed to CCNB shareholders as of a record date to be established for voting on
the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus and other documents filed or that will be filed with the SEC by CCNB through the website maintained by the
SEC at www.sec.gov, or by directing a request to CC Neuberger Principal Holdings II, 200 Park Avenue, 58th Floor, New York, New York 10166.
Participants in the Solicitation
CCNB, Getty Images and their respective directors and officers may
be deemed participants in the solicitation of proxies of CCNB shareholders in connection with the Business Combination. CCNB shareholders
and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of CCNB and a
description of their interests in CCNB is contained in CCNB’s final prospectus related to its initial public offering, dated July
30 2020 and in CCNB’s and New CCNB’s subsequent filings with the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to CCNB shareholders in connection with the Business Combination and other
matters to be voted upon at the Shareholder Meeting will be set forth in the Registration Statement for the Business Combination when
available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business
Combination will be included in the Registration Statement that CCNB intends to file with the SEC. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward Looking Statements
This communication may contain a number of “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning CCNB’s
or Getty Images’ possible or assumed future results of operations, business strategies, debt levels, competitive position, industry
environment, potential growth opportunities and the effects of regulation, including whether the Business Combination will generate returns
for shareholders. These forward-looking statements are based on CCNB’s or Getty Images’ management’s current expectations,
estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the
words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of
which are outside Getty Images’ or CCNB’s management’s control, that could cause actual results to differ materially
from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include,
but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that
may be instituted against CCNB, the combined company or others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of
the shareholders of CCNB, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (d) changes
to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange
listing standards following the consummation of the Business Combination; (f) the inability to complete the private placement transactions
contemplated by the Business Combination Agreement and related agreements and the transactions contemplated by the forward purchase agreement
or backstop agreement or close the sale of the forward purchase securities or backstop securities, as applicable; (g) the risk that the
Business Combination disrupts current plans and operations of Getty Images or its subsidiaries as a result of the announcement and consummation
of the transactions described herein; (h) the ability to recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (i) costs related to the Business Combination; (j) changes in
applicable laws or regulations, including legal or regulatory developments (such as the SEC’s statement on accounting and reporting
considerations for warrants in special purpose acquisition companies) which could result in the need for CCNB to restate its historical
financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of
CCNB‘s securities and the attractiveness of the Business Combination to investors; (k) the possibility that Getty Images may be
adversely affected by other economic, business, and/or competitive factors; (l) Getty Images’ estimates of expenses and profitability
and (m) other risks and uncertainties indicated from time to time in the final prospectus of CCNB, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by CCNB. You are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and Getty Images and CCNB assume no obligation and, except
as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Getty Images nor CCNB gives any assurance that either Getty Images or CCNB will achieve its expectations.
Disclaimer
This communication relates to a proposed business combination between
Getty Images and CCNB. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
Exhibit 99.2
Investor Presentation DECEMBER 2021
2 2 This confidential investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to an investment in connection with the proposed business combination (the “Business C ombination”) between CC Neuberger Principal Holdings II (“SPAC”) and Griffey Global Holdings, Inc. (together with its subsidiaries, the “Company”). The information contained herein doe s not purport to be all - inclusive and none of SPAC, the Company or their respective representatives or affiliates makes any repres entation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Neither the Company nor SPAC has verified, or wil l verify, any part of this Presentation. The recipient should make its own independent investigations and analyses of the Com pan y and its own assessment of all information and material provided, or made available, by the Company, SPAC or any of their respective directors, officers, employees, affiliates, agen ts, advisors or representatives. This Presentation is not intended to form the basis of any investment decision and there can be no assurance that any transac tio n will be undertaken or completed in whole or in part. The delivery of this Presentation shall not be taken as any form of co mmi tment on the part of SPAC, the Company or its shareholders to proceed with a transaction, and no offers will subject SPAC, the Company or its shareholders to any contractual obligation s b efore definitive documentation has been executed. SPAC and the Company reserve the right at any time without prior notice and wi thout any liability to (i) negotiate with one or more prospective investors in accordance with any timetable and on any terms that SPAC or the Company may decide, (ii) provide dif fer ent information or access to information to different prospective investors, (iii) enter into definitive documentation and (i v) terminate the process, including any negotiations with any prospective investor without giving any reasons therefor. This Presentation does not constitute (i) a solicitation of a proxy , c onsent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to se ll, a solicitation of an offer to buy or a recommendation to purchase any security of SPAC, the Company or any of their respective affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption there fro m. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentatio n, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes sh ould inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the Unit ed States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicatin g such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely t o p urchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchang e A ct"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contain ed herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. This Presentation and information contained herein constitutes confidential information and is provided to you on the conditio n t hat you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in par t without the prior written consent of SPAC and the Company and is intended for the recipient hereof only. By accepting this Presentation, the recipient agrees (a) to maintain the confidential ity of all information that is contained in this Presentation and not already in the public domain and (b) to return or destroy a ll copies of this Presentation or portions thereof in its possession upon request. Forward Looking Statements Certain statements in this Presentation may be considered forward - looking statements. Forward - looking statements generally relat e to future events or SPAC’s or the Company’s future financial or operating performance. For example, statements regarding ant ici pated growth in the industry in which the Company operates and anticipated growth in demand for the Company’s products, projections of the Company’s future financial results, i ncl uding future Revenue and Adjusted EBITDA, possible growth opportunities for the Company and other metrics are forward - looking st atements. In some cases, you can identify forward - looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “str ive ,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue ,” or the negatives of these terms or variations of them or similar terminology. Such forward - looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward - looking statements. These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by SPAC and its mana gement, and the Company and its management, as the case may be, are inherently uncertain and are inherently subject to risks var iability and contingencies, many of which are beyond the Company’s control. Factors that may cause actual results to differ materially from current expectations include, b ut are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of ne gotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against SPAC, the combin ed company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of SPAC, to obtain financing to complete the Business Combination o r t o satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing stan dar ds following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Busin ess Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manag e growth profitably, maintain key relationships and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or reg ula tions; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, a nd/ or competitive factors; (11) the Company’s estimates of expenses and profitability; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Caut ion ary Note Regarding Forward - Looking Statements” in SPAC’s final prospectus relating to its initial public offering dated July 30, 2020 or in other documents filed by SPAC with the SEC and the “Risk Factors” section included in the Appendix to this Presentation. There may be additional risks that neither SPAC nor the Co mpany presently know or that SPAC and the Company currently believe are immaterial that could also cause actual results to di ffe r from those contained in the forward - looking statements. Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements, which speak only as of the date they are made. Neither SPAC nor the Company undertakes any duty to update or revise these for war d - looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matte r referred to in this Presentation. The Company and SPAC disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Presentation and such liability is expressly disc lai med. The recipient agrees that it shall not seek to sue or otherwise hold the Company, SPAC or any of their respective directors, officers, employees, affiliates, agents, advisors or r epr esentatives liable in any respect for the provision of this Presentation, the information contained in this Presentation, or the omission of any information from this Presentation. Only those particular representations and warranties of the Company or SPAC made in a definitive written agreement regarding the transac tio n (which will not contain any representation or warranty relating to this Presentation) when and if executed, and subject to suc h limitations and restrictions as specified therein, shall have any legal effect. Non - GAAP Financial Measures This Presentation includes projections of certain financial measures not presented in accordance with generally accepted acco unt ing principles (“GAAP”) including, but not limited to, EBITDA, EBITDA Margin, Adjusted EBITDA and Gross profit, and certain r ati os and other metrics derived therefrom. These non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significa nt in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolati on or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s pr ese ntation of these measures may not be comparable to similarly - titled measures used by other companies. The Company believes these non - GAAP measures of financial results provide useful information to management and investors regardi ng certain financial and business trends relating to the Company’s financial condition and results of operations. The Company be lieves that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in compar ing the Company’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to inv estors. These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded o r i ncluded in determining these non - GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded f rom these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company i s unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is inclu ded. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. Disclaimer
3 3 Financial Information The historical financial information regarding Getty Images, Inc. contained in this Presentation has been taken from or prepa red based on historical financial statements of Getty Images, Inc.. These historical financial statements provided have only been r eviewed under private company standards and have not undergone a public company audit. Updating for public company disclosure requirements will likely include changes to the clas sif ication & disclosure of preferred stock, derivative instruments and foreign currency, as well as other adjustments resulting from the public company audit. An audit of the Company’s consolidated financial statements in accordance with the requirements of the Public Company Accounting Oversight Board ("PCAO B") is in process and such financial statements will be included in the registration statement/proxy statement related to the Bus in ess Combination. Accordingly, the historical financial information included herein should be considered preliminary and subject to adjustment in connection with the completion of t he PCAOB audit. The Company's results and financial condition as reflected in the financial statements included in the registrat ion statement/proxy statement may be adjusted or presented differently from the historical financial information included herein, and the differences could be material. Use of Projections This Presentation contains financial forecasts with respect to the Company’s projected financial results, including Revenue g row th and EBITDA Margin, for the Company's fiscal years 2021 through 2022. The Company's independent auditors have not audited, rev iewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opi nion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections shou ld not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wid e variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ ma terially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Incl us ion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information wil l be achieved. Industry and Market Data This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company’s industry. This data involves a number of assumptions and limitation s, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of the future performance of the markets in which the Company op erates are necessarily subject to a high degree of uncertainty and risk. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of other companies, which are the property o f t heir respective owners. The Company’s use thereof does not imply an affiliation with, or endorsement by, the owners of such t rad emarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation ma y b e listed without the TM, SM © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the righ ts of the applicable owners to these trademarks, service marks, trade names and copyrights. For a description of the risks associated with an investment in the Company, including with respect to its business and opera tio ns, we refer you to the "Risk Factors" section in the Appendix to this Presentation. Additional Information In connection with the proposed Business Combination, the parties intend to file with the SEC a registration statement on For m S - 4 containing a preliminary proxy statement of SPAC and a preliminary prospectus of the combined company, and after the regist ra tion statement is declared effective, SPAC will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation do es not contain all the information that should be considered concerning the proposed Business Combination and is not intended to fo rm the basis of any investment decision or any other decision in respect of the Business Combination. SPAC’s shareholders and other interested persons are advised to read, when a vai lable, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus an d o ther documents filed in connection with the proposed Business Combination, as these materials will contain important information about SPAC, the Company and the Business Combinat ion . When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combinatio n w ill be mailed to shareholders of SPAC as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of th e p reliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, with out charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: CC Neuberger Principal Holdings II, 200 Park Avenue, 58th Floor, New York, New Yor k 1 0166 (phone: (212) 355 - 5515). Participants in the Solicitation SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from SPAC’s sharehold ers with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a descri pt ion of their interests in SPAC is contained in SPAC’s final prospectus related to its initial public offering dated July 30, 2020, which was filed with the SEC and is available free of cha rge at the SEC’s web site at www.sec.gov, or by directing a request to CC Neuberger Principal Holdings II, 200 Park Avenue, 5 8th Floor, New York, New York 10166 (phone: (212) 355 - 5515). Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for t he proposed Business Combination when available. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies fro m t he shareholders of SPAC in connection with the proposed Business Combination. A list of the names of such directors and execu tiv e officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination when available. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORI TY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Company and SPAC reserve the right to negotiate with one or more parties and to enter into a definitive agreement relatin g t o the transaction at any time and without prior notice to the recipient or any other person or entity. The Company and SPAC a lso reserve the right, at any time and without prior notice and without assigning any reason therefor, (i) to terminate the further participation by the recipient or any other person or ent ity in the consideration of, and proposed process relating to, the transaction, (ii) to modify any of the rules or procedures rel at ing to such consideration and proposed process and (iii) to terminate entirely such consideration and proposed process. No representation or warranty (whether express or implied) has been made by th e Company, the SPAC or any of their respective directors, officers, employees, affiliates, agents, advisors or representative s w ith respect to the proposed process or the manner in which the proposed process is conducted, and the recipient disclaims any such representation or warranty. The recipient acknowledge s t hat the Company, SPAC and their respective directors, officers, employees, affiliates, agents, advisors or representatives ar e u nder no obligation to accept any offer or proposal by any person or entity regarding the transaction. None of the Company, SPAC or any of their respective directors, officers, employe es, affiliates, agents, advisors or representatives has any legal, fiduciary or other duty to any recipient with respect to the m an ner in which the proposed process is conducted. Disclaimer (Cont’d)
4 CC Neuberger Principal Holdings II Getty Images Craig Peters CEO Founder & CEO Chinh Chu EVP, Corporate Development 17 years of investment and private equity experience, including co - founding The WindAcre Partnership Douglas Newton Director Charles Kantor Jennifer Leyden SVP, Investor Relations and Finance Milena Alberti - Perez CFO 28 years of public market investing experience, including 20 years at Neuberger Berman 31 years of investment and private equity experience, including 25 years at Blackstone 5 years of experience at Getty Images, former CFO at Physique 57 and Senior Director of Finance at Sony Music 20 years of experience in media and finance, prior CFO of MediaMath and Penguin Random House 15 years of experience at Getty Images, prior leadership roles at WireImage, Fox Sports Interactive, PGA TOUR Today’s Participants
5 Strong Competitive Differentiation Blue - chip company with scarcity value Highest quality, exclusive content library , including partnerships with leading media, entertainment and sports properties to serve diverse enterprise, SMB, and prosumer customer base Marketplace with strong network effects across content creators and consumers Proprietary search and AI / ML technologies drive superior content platform Accelerating Tailwinds in an Attractive Industry Accelerating demand for visual and digital content with significant and growing white space Digital advertising investment tracks content consumption growth , catalyzed by video Rapid acceleration in digital media consumption and proliferation of social media and the “creator economy” = extensive long - tail opportunity Compelling Entry Valuation Attractive intrinsic valuation Entry at mid - single digit PF FCF yield with mid to high single digit plus organic revenue growth and high incremental margins, low capital intensity and substantial upside opportunities Attractive entry valuation relative to peers offers substantial upside 5 x - 7 x discount to peers on an EV / Adj. EBITDA basis Significant Value Creation Opportunity Deep Sponsor experience and expertise in building and scaling data and content driven businesses and will collaboratively work with management to seamlessly execute on a substantial value creation opportunity Accelerate revenue growth by executing and capitalizing on opportunities such as increasing subscription revenue, a growing corporate customer segment, and compelling future / existing upsell opportunities (e.g. Video) Increased focus on AI/ML and data - driven initiatives to drive significant improvement in customer acquisition & marketing ROI , to pursue the cutting edge in image/video tagging, and to optimize search capabilities Foundation for future growth through exclusive partnerships, strategic M&A, new product offerings and continued international expansion Significant upside opportunity in NFTs given Getty’s unique and comprehensive content library 1 Subscription Revenue as of 1H’21. Total Purchasing Customers for LTM Q2’21. Exclusive Content Revenue as of LTM Q2’21. Premium Partners as of June 30, 2021. 2 InsightSlice , November 2020. 2020 TAM extrapolated based on $ 11bn TAM estimate for 2019, with a 12% growth rate applied based on ’19 - ’30 CAGR of 12%. 3 PubMatic 2020 Global Digital Ad Trends (2020). 4 Company filings and FactSet as of 12/8/2021 . 5 Broader peers includes median of: Etsy , GoDaddy , Adobe, Avid Technology, Wix , Squarespace , Universal Music Group , Warner Music Group and The New York Times. 6 Based on midpoint of guidance for 2022E Adj. EBITDA. Please see appendix for a reconciliation of non - GAAP measures. 1 2 3 4 15x 20x 22x CY2022E EV / Adj. EBITDA 4 Broader Peers 5 ~45% Subscription Revenue 1 749k+ Total Purchasing Customers 1 ~70% Exclusive Content Revenue 1 50+ Premium Partners 1 + Exclusive Rights Access $12bn+ Digital Content TAM 2 $60bn+ Digital Video Ad Spend 3 6 Investment Highlights
6 6 6 Video Upsell Opportunity Attractive Subscription Business Model Corporate Customer Opportunity Partnerships, M&A and NFTs AI / ML & Data Analytics Superior Marketing ROI 1 4 6 2 3 5 x Accelerate recurring growth momentum x Further penetrate and expand enterprise subscriptions and unlock significant future upside x Enhance market leadership position through continuous growth in content and innovation, powered by scaled & proprietary data x Leverage sponsor experience in AI / ML to enhance data - driven organizational focus x Unlock revenue upside from additional high - ROI marketing investment x Address international white space x Pursue several actionable levers to achieve further revenue growth upside (e.g. exclusive partnerships, strategic M&A, new product offerings, geographic expansion and NFTs) x Drive go - to - market strategy to fuel continued momentum in penetration and spend across corporate customers x Continue expansion across large addressable customer white space x Capture compelling video upsell potential driven by customer demand and product innovation x Grow high - value video customer base with substantial remaining headroom for expansion Significant Value Creation Opportunity
7 ($ in millions) Transaction Sources Amount CCNB2 Cash in Trust 2 $828 CCNB2 FPA 200 PIPE Investors 225 Balance Sheet Cash 199 Total Sources $1,452 Transaction Uses Amount Existing Debt Paydown $651 KED Preferred Paydown 6 589 Cash to Balance Sheet 100 Transaction Expenses 3 112 Total Uses $1,452 (Shares and $ in millions) Pro Forma Shares Outstanding 378.1 Share Price $10.00 PF Equity Value $3,781 (+) PF Debt $1,119 (−) PF Cash (100) PF Enterprise Value $4,800 PF EV / 2022E Adj. EBITDA 15.2x PF EV / 2022E Revenue 5.0x PF Net Debt / 2022E Adj. EBITDA 3.2x Existing Getty Stockholders ( 63% ) SPAC Investors ( 22% ) SPAC FPA Investors (5%) Institutional PIPE ( 2% ) Sponsor ( 8% ) Cash Sources and Uses Pro Forma Valuation and Ownership ▪ Enterprise value of $4.8 billion, 15.2x FY 2022E Adj. EBITDA based on guidance midpoint of $315 million 1 5 ▪ Existing Getty stockholders (other than Koch Equity Development (“KED”)) will roll 100% of their existing stake and own (with KED) approximately 63% of the pro forma company, with an additional 65 million earn - out shares of the pro forma company to be issued subject to certain vesting conditions (with one - third vesting at $12.50, one - third vesting at $15.00 and one - third vesting at $17.50) ▪ KED will equitize $150 million of preferred equity into 15 million common shares ▪ 20% of the existing founder shares will be subject to certain vesting conditions, with half vesting at $12.50 and half vestin g a t $ 15.00 ▪ $225 million PIPE consisting of $100 million from the CCNB2 sponsor, $50 million from the Getty family, and $75 million from Multiply Group ▪ Transaction expected to close in H1’22 Transaction Overview 4 4 5 5 7 Note: All balance sheet items reflect estimates for 3/31/2022. Anticipated close in H1’22. Assumes no redemptions. Sharecount includes 232.3 million rollover shares (including 15.0 million common shares from KED preferred equitization shares and rollover vested options on a post - exercise basis, assuming net exercise at a $10.00 share price and excluding any Ge tty PIPE shares), 82.8 million CCNB2 SPAC shares, 20.0 million FPA shares, 22.5 million PIPE shares and 20.6 million CCNB2 (excluding any sponsor PIPE shares) founder shares. Sharecount excludes 65.0 million seller earn - out shares, 5.14 million founder earn - out shares and 43.0 million warrants with a strike price of $11.50. Figures do not reflect impact from RSUs, warrants, or unvested and future management options . 1 Includes ~$9mm of public company costs (BOD, D&O, additional headcount and audit and professional fees). 2 Assumes no redemptions from CCNB2 Trust Account. 3 Includes SPAC deferred underwriting fee, and estimated Getty Images & CCNB2 transaction costs . 4 Based on midpoint of guidance range for FY 2022E Revenue and Adj. EBITDA . 5 Please see appendix for a reconciliation of non - GAAP measures. 6 Estimated value as of 3/31/2022, inclusive of fees related to early repayment . 7 Includes rollover vested options on a post - exercise basis, assuming net exercise at a $10.00 share price. Does not include unvested rollover options. 8 Includes 5.0 million PIPE shares related to $50 million PIPE investment from the Getty family. 9 Includes sponsor shares and 10.0 million PIPE shares related to $100 million PIPE investment from the CCNB2 sponsor. 10 Reflects 7.5 million PIPE shares related to $75 million PIPE investment from Multiply Group. 7 9 4 10 8
1 Business Overview 8 1
9 Our Mission: Move the world with images Our Culture and Values: We are trustworthy, transparent, and honest We always raise the bar We collectively bring solutions We care, are kind, courteous, and respectful We reject biased behavior and discrimination We are inclusive of different voices, perspectives, and experiences We are one Getty Images with no silos We deliver on our commitments and commercial goals We put the customer at the heart of everything we do 9
10 10 CONTENT CONSUMERS 2 00+ Countries & Territories 2.3bn+ Searches / Year ~45% FY’21E Subscription Revenue 420k+ New Customers / Year 1 CONTENT CREATORS 250+ Content Partners 450k+ Contributors 79k+ Exclusive Contributors 100+ Staff Photographers and Videographers 10 Scalable Global Platform Best - In - Class Technology, Unified, and Extensible 400+ API Integrations 2 18 Languages 3 24 Currencies Cloud - Based 469mm+ Digital Assets Note: All data based on Getty Images and iStock as of Q3 2021, excluding Unsplash . 1 New Customers / Year based on LTM 1H’21. 2 The number of API integrations, inclusive of Unsplash , exceeds 16k. 3 gi.com is currently in 12 languages. Proprietary Data Innovation Engine 400+ Tech Staff Preeminent Global Content Creator and Marketplace
11 Craig Peters Chief Executive Officer Andy Saunders SVP, Creative Content Ken Mainardis SVP, Global Head of Content 30 Years with Getty Images 17 Years with Getty Images Lizanne Vaughan Chief People Officer 15 Years with Getty Images Founded Unsplash in 2017 with Broad Experience in Media and Entrepreneurship Mikael Cho Co - Founder & CEO of Unsplash Peter Orlowsky SVP, Strategic Development 27 Years with Getty Images Kjelti Kellough General Counsel 12 Years with Getty Images 10 Years with Getty Images Grant Farhall Chief Product Officer 4 Years with Getty Images. Previously with Fresh Direct, Amazon and Time Gene Foca Chief Marketing Officer Nate Gandert Chief Technology Officer 13 Years with Getty Images Jennifer Leyden SVP, Investor Relations and Finance 5 Years with Getty Images Milena Alberti - Perez Chief Financial Officer Joined in 2021. Prior CFO at Media Math and Penguin Random House Experienced and Proven Management Team 11 15 Years of Experience at Getty Images with Broader Experience in Media, Sports, and Technology
12 Note: Note: Searches, Visitors, Assets, Contributors, and Staff data for Getty Inc. are annualized as of Q3’21, excluding Unsplash . 1 Pro forma for Unsplash acquisition, which closed April 1, 2021. 2 Based on 1H’21 revenue. 3 Exclusive Content Revenue as of LTM Q2’21 4 Please see appendix for a reconciliation of non - GAAP measures. 5 New Customers per Year based on LTM 1H’21. Leading Content Creator and Marketplace Comprehensive product offering across the entire value spectrum Premium library underpinned by exclusive content Search business with built - in feedback loop Trusted long - term relationships with enterprise - level customers $910mm FY’21E Revenue >50% Revenue Derived from Pre - 2019 Images 2 ~2.3bn+ Searches Per Year 100+ Staff Photographers and Videographers 79k+ Exclusive Contributors 469mm+ Total Assets 420k+ New Customers per Year 5 16,000+ API Integrations 1 ~73% FY’21E Gross Margin ~70% Exclusive Content Revenue 3 ~45% FY’21E Subscription Revenue ~32% FY’21E Adj. EBITDA Margin 4 The Getty Images Business at a Glance 12
1 Company Highlights 13 2
14 14 Company Highlights Vast Demand for Visual Content with Significant Whitespace 1 2 Compelling Value Proposition to Clients 3 Premium Content Offering Across Creative and Editorial 4 Growing Customer Subscription Focus 5 Reinvigorated Go - To - Market Strategy Bolstered by Improved Marketing Deployment and Accelerated ROI 14
15 1 Overview of Market Opportunity 15 1 Third Party Consultant Study, October 2021. 2020 TAM figure includes North America, EMEA and ROW. 2 InsightSlice , November 2020. 3 Statista Digital Advertising Spending in the U.S. 2019 - 2024, as of May 21, 2021. 4 PubMatic 2020 Global Digital Ad Trends (2020 ). 5 Over the Top (OTT) Market - Growth, Trends, and Forecasts (2020 - 2025), Research and Markets – October 2020. 6 Clutch, March 2018. 7 Global Trends in Creative In - housing, World Federation of Advertisers, September 2020. 8 Signalfire , eMarketer . Global Visual Content Production $60bn in digital video ad spend projected to grow to $111bn by 2024 4 $100bn OTT market expected to reach $194bn in 2025 (14% CAGR) 5 Global Creative Economy Global Digital Content Market ‘19 to ‘30 CAGR of 12% 2 16% US Digital Advertising Investment CAGR ‘20 - ’24 3 Global Pre - Shot Image and Video TAM $10.6 Billion 1 ‘21 to ‘26 CAGR of ~6 - 7% 1 61% Of Small Businesses Invest in Social Media Marketing 6 74% Of In - House Creative Teams were Created in the Last 5 Years 7 ~47mm Amateur and ~2mm Professional Creators 8 Compelling Opportunity Supported by Growing Corporate Segment and Content Creation Economy
16 Compelling Value Proposition to Clients Corporations Media Agencies ~51% 1 ~29% 1 ~20% 1 Advertising & social media Sales materials & product presentation Company website & content Internal communications Movies, television, and online videos Photo galleries & sets Articles & books Learning & other related content Advertising campaigns Political campaigns Public relations Sponsorship and endorsements 1 Denotes percentage of 2020 revenue. Simple and scaled access to high - quality visuals and talent, plus easy customization / optimization across projects Significantly reduced investment, environmental impact, and administrative burden relative to in - house / third - party creation Best - in - class, scaled infrastructure offering customers a one - stop shop for instant content access and maneuverability Avoidance of production / access risks, authenticity / copyright risks, and commercial release risks across jurisdictions Creativity and Innovation Cost Efficiency Convenience Reduced Risk 16 2
17 Comprehensive Product Offering Across the Value Spectrum ▪ Premium creative and editorial content, including video, offered mainly to Enterprises ▪ Preeminent Editorial offering with 50+ premium content partners 1 , a comprehensive archive, and a dedicated team of 300+ 2 ▪ Premium Access plans offering frictionless access across all content in one subscription ▪ Budget - conscious creative stills and video across basic to premium plans and various credit packs ▪ Customers are primarily self - serve small and medium - sized businesses (“SMBs”) ▪ Unique among competition with extensive exclusive content ▪ Expansive free stock photo collections targeted to high - growth prosumers and semi - professional creators ▪ Significant and geographically diverse site traffic ▪ Deep API integrations across ~15,000 3 creative services and platforms Note: Getty Images acquired Unsplash on 4/1/21. 1 As of June 30, 2021. 2 As of Q3 2021. 3 As of Q2 2021 . 3 Affordable Premium Long - tail Enterprise SMB Customers Offering 17
18 3 Exclusive and Differentiated Content Well - Positioned Across All Segments Note: All data based on FY 2020, unless otherwise noted . Revenue split p ercentages do not add up to 100% due to rounding and Other Revenue, which accounts for ~2% of total revenue excluding discontinued products, and which is not shown above . 1 Exclusive Content Revenue as of LTM Q2’21. 2 Based on pre - covid 2019 3 Data as of May 31, 2021 . 18 Creative ~66% of Revenue (~ 43% Annual Subscription) Unique Exclusive Content With 150mm+ Commercially Released Royalty Free Digital Assets Editorial ~33% of Revenue (~ 54% Annual Subscription ) Global Scope and Scale Across 160k+ 2 News , Sport and Entertainment Events Annually, 150mm+ Rights Managed Digital Assets and 135mm+ 3 Archive Images Active vs. Passive Approach 60+ Global Creative Team Members W ork Closely with Exclusive Contributors Differentiated Content with Disproportionate Returns ~ 70% 1 Revenue from Exclusive Content Investment in Proprietary Research through Exclusive Partnerships 75K+ Exclusive Contributors and Content Partners 300+ 3 Dedicated Editorial Staff 50+ Premium Content Partners 3 Exclusive Rights and Access Award - Winning Specialists Deep Expertise and Capabilities 100+ 3 Staff Photographers and Videographers
19 Annual Subscription Revenue 1 1 Represents annual subscription product revenue as a percentage of total revenue (excluding discontinued products). 2 Based on annual subscriber retention for LTM Q3’21. Note retention is calculated based on LTM vs NTM booked revenue. For example, LTM Q3’21 retention represents LTM Q3’21 booked re venue vs. LTM Q3’20 booked revenue. Historically Strong Retention Complete Range of Subscription Products Growing Customer Subscription Focus 4 Comprehensiveness of Offering 19 ~ 29% ~ 36% ~ 46% ~ 60% FY15A FY17A FY20A Long Term Run-Rate ~ 102 % 2 By Revenue LTM Q3’21
20 Efficient New Customer Acquisition Powering High - ROI Growth Significant acceleration in acquisition engine efficiency New customers per million dollars of digital marketing spend New customer revenue for every dollar of digital marketing spend 1 Customer acquisition cost (CAC) 2 ~$160 FY2019 ~6,200 ~10,000 H1'21 ~6,200 ~1.4x H1'21 ~6,200 Strong brands and SEO positioning Data - driven intelligence powering optimization Increased presence and monetization of free offerings Expanded geographic deployment +60% +40% ~35% decline ~6,000 FY2019 ~6,200 ~1.0x FY2019 ~6,200 ~$105 H1'21 ~6,200 1 Represents new customer revenue divided by digital marketing spend for the respective periods. 2 Customer Acquisition Cost (CAC) defined as Total Digital Marketing Spend divided by Total Customers Acquired in the period. 3 2019 figures include discontinued products. 3 3 5
3 Value Creation Opportunity 21
22 Capturing Growth in the Corporate Segment Note: ARPU defined as Average Revenue per Customer. 1 Top 3000 global corporations based on media spend from M ediaRadar (April 2021) and internal 2020 Getty Images global spend by OID. Drive corporate penetration and higher ARPU Leverage growing insourcing of corporate creative work 5% 45% 50% Customer w/ Revenue >$50k p.a. Customer w/ Revenue <$50k p.a. No Direct Relationship Penetration of Top 3,000 Global Corporations 1 Alignment of sales force and marketing Positioned to win new logos and cross - sell Customer service focused to drive customer conversion and loyalty Custom Content driving high ARPU Incentive structure to target corporate customers and cross - sell Continually improving sales force efficiency Management Unlocking Value 22 Compelling Growth Opportunity Sales Force Optimization
23 Increased Video Demand and Cross Promotion on Website Experiences Expanded Sales Emphasis Across Production Segment 23 x Image Partners x Owned Editorial x User Generated Content Continued Investment In... + 25% YTD Q3’21 YoY Growth Music integrated into subscriptions providing additional value and upsell opportunity Capitalizing on Secular Tailwinds in Video x Higher Consumption x Higher Spend Patterns x Quality of Underlying Customer Profile Attractive Customer Trends … ~ 20% ~ 7% Customers Licensing Video 100% 100% Significant Room for Growth Note: Video penetration d ata as of Q2 2021.
24 1 Calculated based on total revenue from new customers that utilize video divided by total revenue in a given year. 2 Represents the % implied growth between total LTM and NTM spend for yearly first purchase video cohorts. iStock Video Editor and Premium Plus Video subscription introduced in 2021 to meet growing video demand First - time video customers spend more after their first video purchase First purchase video customers increasingly grow spend in subsequent year Video Penetration Leading to Positive Customer Outcomes Significant Video Opportunity Driven by Product Innovation and Strong Customer Demand for Video Content Results in Increasingly Attractive Penetration, Utilization and Spend Patterns % of New Customers Consuming Video 5% 10% 2014 1H'21 % of New Customer Total Revenue from Users of Video 1 % Growth in Spend After First Video Purchase 2 55% 88% 2014 2020 % Mix of Existing Customer Growers/Decliners After First Video Purchase +1.8x increase 22% 48% 2014 1H'21 +2.2x increase 34% 25% 66% 75% 2014 2020 Flat / Decliners Growers
25 ~ 6% ~ 12% 1 2 Marketing Spend as % of Total Revenue 1 Source: Company filings and company information. 1 Based on 2020 financials. 2 Illustrative revenue opportunity based on unit economics of 1H’21 CAC of ~$105 and $685 average revenue per customer in year 3, based on cohorts for FY 2015 – FY 2020. 3 Illustrative revenue growth figure shown based on an additional 1% of incremental marketing spend vs. LTM 1H’21 revenue base. 4 Please see appendix for a reconciliation of non - GAAP measures. Highly attractive upside for Getty Images at the “turn of a dial” driven by compelling unit economics Additional 1% of marketing spend as a percentage of revenue drives estimated ~$60mm 2 of new revenue, or ~7% 3 incremental growth HIGH VALUE CUSTOMERS… …COMBINED WITH HIGHLY PROFITABLE REVENUE FLOW - THROUGH… …PROVIDE FOR SIGNIFICANT VALUATION UPSIDE Potential opportunity ~3x greater average revenue per customer (vs. ~$356 for SSTK) +4% higher 1H’21 Adj. EBITDA margin 4 (vs. ~29% for SSTK) Attractive Marketing ROI Unlocks Significant Growth Potential
26 Vast Opportunity to Increase Penetration Across High Growth Markets Strong brand reputation, existing content and technology capabilities and marketing focus underpin future growth potential in Rest of World markets North America : 54% $437mm Europe : 32% $256mm Rest of World : 12% Indirect : 3% $22mm Source: Company Information and Shutterstock financials. Note: Percentages may not add up to 100% due to rounding. 1 Based on 2020 revenue. Getty Images revenue excludes discontinued products. Please see appendix for a reconciliation of non - GAA P measures. North America: 36 % $237mm Europe: 33 % $221mm Rest of World: … Rest of World: 31% $209mm Rest of World: 12% $96mm Significant opportunity to focus sales and marketing spend to capture share of rapidly expanding RoW wallet Total revenue: $667mm 1 Total revenue: $810mm 1
27 Unsplash is an established platform with scaled global traffic and API platform integrations Long - tail consumers SMBs Enterprise Extensive content catalogue targeting the long tail consumer Monetize traffic through advertising Expedite monetization through affiliate integration with iStock and free site API integrations Launch Unsplash - branded nano - priced subscription Leverage attractive geographic mix Unsplash M&A Case Study Note: Data for Unsplash as of Q2 2021, unless otherwise noted. 1 Markets include US, Canada, UK, Western Europe, Australia, Japan, China. 1.8bn + Site Downloads 27mm+ Monthly Users 16k+ Integrations Into Platforms and Workflows 58% ’18 – ’20 Traffic Growth CAGR ~50% Traffic from Developed Economies 1 60% ’18 – ’20 Downloads CAGR ~1.6mm Searchable Photos 260k+ Contributors 27
28 Significant Opportunities for Partnerships and Acquisitions Getty Images is Technology and Data - Driven Proprietary data driving search capabilities Scaled content sources Rich metadata, AI and computer vision capabilities Leverage Sponsor’s experience in data, analytics and insights Partnership M&A • Ability to leverage platform to efficiently execute content partnerships and acquisitions within core market segments • Owner of scaled usage data with ability to provide customer insights and drive new value • Owner of structured metadata and owned / exclusive image library to create unique AI / ML / computer vision opportunity • Owner of broad copyright / intellectual property via archive and owned coverage and existing partners creates potential NFT opportunity • Ability to leverage brand, content and customer base to execute acquisitions in adjacent markets Expand Content and Rights Market and Geographic Expansion New Products and Capabilities (e.g., NFTs , etc.) Data & Analytics 28
29 Financial Overview 4 29
30 30 Financial Highlights Highly Durable, Recurring Subscription Base with Strong Retention Rates 1 2 3 4 Sustainable Long - Term Financial Algorithm and Ability to Further De - lever Strong Margins and FCF Conversion Favorable Operating Metrics as Compared to Key Industry Peers and Competitors 5 Resilient, Diversified Business Mix and Flexible Cost Structure Enables Ability to Navigate Varying Economic Conditions
31 459 503 516 532 599 276 296 294 266 296 14 16 13 13 15 $955 $749 $815 $823 $810 $910 $980 FY17A FY18A FY19A FY20A FY21E FY22E Creative Editorial Other 1% (1%) 12% % Growth: Revenue 6% Note: All figures exclude discontinued products . Please see appendix for a reconciliation of non - GAAP measures. 1 FY 2021E – FY 2022E revenue growth rate and FY 2017 – FY 2022E Revenue and Gross Profit CAGRs based on the midpoint of FY 2022E guidance range. % Subscription: 9% $688 $532 $583 $585 $586 $661 $706 71.0% 71.6% 71.1% 72.3% 72.6% 72.0% FY17E FY18A FY19A FY20A FY21E FY22E % margin Gross Profit 39% 44% 46% 45% 36% 3% 31 1 ($ in millions) ($ in millions) Summary Financial Overview 46% Strong average annual growth despite COVID effect on Editorial
32 $256 $110 $162 $197 $224 $240 $264 FY17A FY18A FY19A FY20A FY21E FY22E Note: Please see appendix for a reconciliation of non - GAAP measures. 1 Adj. EBITDA is defined as public company adjusted for non - recurring and discontinued items. Adj. EBITDA margin based on revenue excluding discontinued products. 2 FY 2017 – FY 2022E CAGRs based on the midpoint of FY 2022E guidance range. 3 FY 2022E Adj. EBITDA includes ~$9 million of public company costs (BOD, D&O, additional headcount and audit and professional fees). 4 Free Cash Flow is defined as Adj. EBITDA – Recurring Capex. 5 % Conversion is defined as Free Cash Flow / Adj. EBITDA. 6 Includes one - time time capex items of ~$7 million related to Salesforce Implementation and Platform Unification in 2017, and ~$ 4 million related to Cloud Migration in 2018. 7 Based on recurring capex divided by revenue excluding discontinued products. Adj. EBITDA 1 Free Cash Flow 4 83.3% 82.2% 81.2% 76.9% 65.6% % Conversion 5: 3 32 7 ($ in millions) ($ in millions) Summary Financial Overview (Cont’d) $44.9 $51.8 $ 45.5 $52.4 $64.3 $55.1 5.5 % 5.7 % 5.5 % 6.0 % 7.7% 5.7% Capex 6 : Capex % of revenue 7 : $310 $167 $211 $243 $269 $292 $320 22% 26% 30% 33% 32% 33% FY17A FY18A FY19A FY20A FY21E FY22E % margin 82.5%
33 0.5% 7.4% 4.3% 3.8% 3.2% 4.8% 14.4% CAGR 2017 - 2019 YTD Q3'19 vs. YTD Q3'21 Impact of Excluding COVID Affected Products Impact of Excluding Discontinued Products Reported Growth is Accelerating Creative has accelerated from 6% to 15% growth, driven by simplicity of RF Stills and growth in Video Adjusting for COVID impacted products, Editorial growth has strengthened Overall company growth has tripled 1 % growth excluding discontinued products. 2 % growth excluding COVID impacted products. 3 % growth excluding discontinued products and COVID impact . - 0.8% 9.4% 6.8% 5.4% 6.0% 14.8% CAGR 2017 - 2019 YTD Q3'19 vs. YTD Q3'21 Reported Impact of Excluding Discontinued Products 3.5% 8.9% 3.2% 12.4% CAGR 2017 - 2019 YTD Q3'19 vs. YTD Q3'21 Reported Impact of Excluding COVID Affected Products 1 1 2 3 3 Impact driven primarily by reduction in sporting and entertainment events Accelerated New Customer Growth Optimized Sales Organization Fully Transitioned to Royalty Free Creative Model Full Complement of Subscription Offerings Introduction of Custom Content Eliminated Go - forward Drag from Discontinued / Legacy Products 33 Creative Revenue Growth Editorial Revenue Growth Total Company Revenue Growth
34 Differentiated on Business and Performance Source: Company Management, Public filings. Note: Data as of Q3 YTD, unless otherwise noted. 1 Getty Images’ growth is adjusted for discontinued product impacts and the acquisition of Unsplash ; Getty Images’ reported revenue growth was 14.2%; Shutterstock’s reported growth was 16.9%, which included 4.2% for its Turbosquid and PicMonkey acquisitions; 2 Getty Images’ calculation is based on direct booked revenue (LTM 09/30) divided by number of purchasing customers; 3 Adj. EBITDA is a non - GAAP financial measure and is defined as public company adjusted for non - recurring and discontinued items. Adj. EBITDA margin based on revenue excluding discontinued products. Please s ee appendix for a reconciliation of non - GAAP measures. 33% Adj. EBITDA Margin 3 27% > 45% % Subscription Revenue 42% > ~$ 1,117 Average Revenue Per Customer 2 ~$ 361 > Organic Revenue Growth 1 14.2% 12.6% > 34 50+ Premium Content Partners <10 > 79k+ Exclusive Contributors -- >
35 656 688 672 715 766 FY17A FY18A FY19A FY20A LTM Q3'21A Total Purchasing Customers 1 Total Active Annual Subscribers 2 LTM Annual Subscriber Revenue Retention Rate 3 30 45 53 59 70 FY17A FY18A FY19A FY20A LTM Q3'21A 98.7% 101.3% 97.5% 87.9% 102.3% FY17A FY18A FY19A FY20A LTM Q3'21A 1 Based on booked revenue. Excludes Latam , Turkey and Israel. 2 Excludes Brazil, Latam , Turkey, Israel and Indirect. Thinkstock is included for periods prior to 2019. 3 Annual subscriber includes customers on iStock Annuals, Premium Access, Editorial Subscription, MMS and Custom Content. Excludes Brazil, Latin America, Turkey, Indirect and U U. Excludes Thinkstock and RM ALC. (in thousands) ( in thousands) COVID Impacted Annual Paid Download Volume 57 68 84 83 87 FY17A FY18A FY19A FY20A LTM Q3'21A (in millions) 35 Getty Images Excels Across Key Performance Indicators
36 1 Attachment is calculated as % of downloaders who downloaded video from all offerings (inclusive of subscription and non - subscrip tion products). Getty Images Excels Across Key Performance Indicators (Cont’d) 322 362 400 426 450 FY17A FY18A FY19A FY20A LTM Q3'21A Image Collection Video Collection 7 9 12 17 19 FY17A FY18A FY19A FY20A LTM Q3'21A Video Attachment Rate 1 7.9% 9.2% 10.3% 10.9% 12.1% FY17A FY18A FY19A FY20A LTM Q3'21A (in millions) (in millions)
37 ~45% 1 of subscription revenue with a global customer success sales team dedicated to maintaining and upselling renewals Getty Images has a Predictable and Adaptable Financial Model Consistently strong revenue retention rates across both subscription and non - subscription products Accelerating new customer growth driven by efficient and nimble marketing deployment Stable high gross margins with steady and scalable cost base Proven history of navigating periods of economic downturn and mitigating negative revenue impacts via disciplined cost management 1 2 3 4 37 1 As of 1H’21.
38 Getty Images has a Long - Term Financial Algorithm to Drive Value Long - Term Organic Growth Model Revenue Growth Adj. EBITDA Growth Adj. EBITDA Margin Capex as a % of Revenue 5% - 7%+ 8% - 11% Mid 30%’s 5.5% - 6% Adj. Gross Profit Margin Low 70%’s Additional Potential Upside from Acquisitions and New Products / Capabilities Across the Creative Economy (e.g., NFTs, Data) 38 “Odd - Even” Year Growth Cycle: $10m - $12m of incremental revenue during even years as growth is impacted by benefit from US election cycle and sporting events (Olympics, World Cup, etc.) Note: Change in NWC is not material.
39 ~ 3.2x ~2.5x – 3.0x Pro Forma Target Target Net Debt / Adj. EBITDA 4 Investment in Marketing to Drive Growth Investment in Data Capabilities and Technology to Drive Product Innovation Opportunistically Evaluate M&A Balance Capital Structure and Shareholder Return Priorities for Cash Flow Spend 1 Levered Pre - Tax Free Cash Flow is defined as Adj. EBITDA less capital expenditures, interest and other adjustments. 2 Based on proposed transaction structure, reflecting estimates for 3/31/2022. 3 Based on midpoint of guidance range for FY 2022E Adj . EBITDA. 4 Please see appendix for a reconciliation of non - GAAP measures . Pro forma net leverage ratio may vary depending on redemption levels and cash availability. 5 Assumes a full year of interest expense savings after de - levering to 3.2x . 6 Expectation based on long term organic growth model, using excess cash flow to pay down debt. Capital Structure and Cash Flow Priorities $11 $47 $76 $117 $151 $200+ FY17A FY18A FY19A FY20A FY21E Pro Forma Levered Pre - Tax Free Cash Flow 1 2 3 Expect to be within target leverage range within 24 months 6 ($ in millions) Pro forma 5 for this transaction, including debt paydown & repricing / refinancing, we expect $200mm+ in Levered Pre - Tax FCF, representing a ~$55mm uplift
4 Valuation Overview 40 40 5
41 Getty Images is positioned at the intersection of the creative and information economies Getty Images Comparable Universe Framework Getty Images is positioned at the intersection of the creative and information economies Editorial (~33% 1 ) Comparability Valuation (2022E) EV/Revenue: 4.9x EV/Adj. EBITDA: 19.8x Creative (~66% 1 ) Digital Content Information Economy EV/Revenue: 3.1x EV/Adj. EBITDA: 19.4x SMB Marketplaces Creative Tools Creative Economy Group Median: EV/Revenue: 10.5x EV/Adj. EBITDA: 30.2x 3 Group Median: EV/Revenue: 5.7x EV/Adj. EBITDA: 36.7x IP Monetization Group Median: EV/Revenue: 4.6x EV/Adj. EBITDA: 21.3x Source: Company filings, Wall Street Research and FactSet as of 12/8/2021. 1 Represents percent of FY 2020 revenue excluding discontinued products. percentages do not add up to 100% due to rounding and Other Revenue, which accounts for ~2% of total revenue excluding discontinued products, and which is not shown above. 2 Getty Images enterprise value includes rollover vested options on a post - exercise basis, assuming net exercise at a $10.00 share price . Does not include unvested rollover options. FY 2022E Revenue and Adj. EBITDA based on midpoint of guidance. FY 2022E Adj. EBITDA includes ~$9mm of public company costs (BOD, D&O, additional headcount and audit and professional fees). Please see appendix for a reconciliation of non - GAAP measures. 3 Adj. EBITDA multiples only use margin positive businesses in the calculation, and multiples less than 70.0x. EV/Revenue: 5.0x 2 EV/Adj. EBITDA: 15.2x 2
6 Appendix 42 42
43 Source: Company filings. Revenue figures exclude discontinued products. Adj. EBITDA is a non - GAAP financial measure and is defined as public company adjusted for non - recurring and discontinued items. Adj. EBITDA margin based on revenue excluding discontinued products. Please see appendix for a reconciliation of non - GAAP measures. 1.8% 13.7% 45.1% 46.0% 46.6% $203 $206 $235 Q3 '19 Q3 '20 Q3 '21 23.1% 4.3% 30.5% 36.9% 33.8% % YoY growth % margin % YoY growth % subscription $62 $76 $79 Q3 '19 Q3 '20 Q3 '21 Q3 at a Glance Revenue Adj. EBITDA Commentary % Growth vs Q3 ’19 (pre - COVID): 15.8% % Growth vs Q3 ’19 (pre - COVID): 28.4% ● Q3 2021 was the largest reported revenue quarter in Getty Images' history ● Revenues grew across all geographies and products ● % subscription increased to 46.6% ● Delta between revenue and EBITDA growth driven by: ̶ Challenging year - on - year comparison given reduced cost structure as the company navigated COVID in 2020 (Q3 2020 included salary reductions and bonus elimination actions which were reversed in Q4 2020) ̶ Higher projected bonus / commissions payout in 2021 due to strong financial performance ($ in millions) ($ in millions)
44 Source: Company filings. Note. All figures are adjusted and exclude discontinued products. Video revenue embedded under both Creative and Editorial. Excludes Other revenue ($4.2mm). $126 $136 $147 Q3 '19 Q3 '20 Q3 '21 $73 $68 $83 Q3 '19 Q3 '20 Q3 '21 Strong Growth in Creative & Editorial 7.6% 8.3% 42.6% 42.2% 42.9% % YoY growth (7.5%) 23.4% 49.9% 53.8% 53.6% % YoY growth % subscription % Growth vs Q3 ’19 (pre - COVID): 16.5% % Growth vs Q3 ’19 (pre - COVID): 14.2% % subscription ($ in millions) ($ in millions) Creative 63 % of Revenue Editorial 35 % of Revenue
45 Shutterstock Note: Normalized YoY Growth: Getty Images' growth is adjusted for COVID and discontinued product impacts; Acquisitions include PicMonkey and Turbosquid for Shutterstock and Unsplash for Getty Images. Shutterstock reported the combined impact in their Q3’21 10Q. Figures may not add up to totals due to rounding. Getty Images Discontinued Impact Getty Images' YoY Revenue Growth Outpaced SSTK's for Sep’21 YTD 14.2% 14.9% 14.2% 16.9% 12.6% 0.6% (0.7)% (4.2)% Total Reported Growth Rights Managed Normalized Reported Growth Acquisition Total Organic Growth Total Reported Growth Acquisitions Total Organic Growth
46 Illustrative Benchmarking Analysis Source: Company filings and FactSet as of 12/8/2021. Note: Growth rates over 100% are not considered meaningful . Getty Images FY 2022E Revenue and Adj. EBITDA based on midpoint of guidance. FY 2022E Adj. EBITDA includes ~$9mm of public company costs (BOD, D&O, additional headcount and audit and professional fees ). 1 Please see appendix for a reconciliation of non - GAAP measures. 2 CY2021E – CY2022E Growth rate excludes incremental public company costs in 2022E relative to 2021E for comparability. 6.3% 8.3% 19.4% 10.7% 25.6% 24.9% 15.3% 8.9% 20.5% 19.3% 9.5% 10.5% 7.4% 32.6% 25.0% 28.6% 23.6% 10.1% 6.3% 49.5% 20.1% 9.1% 14.4% 22.7% 20.6% 16.0% CY2021E – CY2022E Revenue growth CY2022E Adj. EBITDA Margin SMB Marketplaces Creative Tools IP Monetization Median: 22.1% Median: 17.3% Median : 10.0% Median: 16.9% Median: 17.3% Median: 21.7% Information Economy Creative Economy 46 9.6% 10.7% 16.7% 19.9% NM NM 14.1% 17.6% NM 16.6% 13.5% 14.1% 10.3% CY2021E – CY2022E Adj. EBITDA G rowth Median: 18.3% Median: 16.6% Median: 13.8% 1 1 2
47 Illustrative Benchmarking Analysis (Cont’d) 5.0x 4.9x 12.8x 3.7x 14.5x 8.2x 17.0x 3.9x 5.8x 5.6x 5.0x 4.2x 3.1x 15.2x 19.8x 44.7x 15.6x NM NM 34.4x 19.4x 64.0x 38.9x 22.2x 20.3x 19.4x ($ in billions) Enterprise Value Source: Company filings and FactSet as of 12/8/2021 . Note: Multiples over 70.0x are not considered meaningful. Note: Getty Images FY 2022E Revenue and Adj. EBITDA based on midpoint of guidance. FY 2022E Adj. EBITDA includes ~$9mm of public company costs (BOD, D&O, additional headcount and audit and professional fees). 1 Getty Images enterprise value includes rollover vested options on a post - exercise basis, assuming net exercise at a $10.00 share price . Does not include unvested rollover options. 2 Please see appendix for a reconciliation of non - GAAP measures . EV / CY2022E Revenue EV / CY2022E Adj. EBITDA SMB Marketplaces Creative Tools Information Economy Creative Economy IP Monetization Median: 10.5x Median: 5.7x Median: 4.6x Median: 30.2 x Median: 36.7x Median: 21.3x 47 2 $4.8 $4.1 $35.1 $15.4 $5.4 $5.1 $313.5 $1.7 $9.0 $5.2 $52.1 $25.2 $6.9 1
48 GAAP vs. Non - GAAP Reconciliation Historical Projections Fiscal Year, Fiscal Year, ($ in millions) 2017A 2018A 2019A 2020A 2021E 2022E Revenue, Reported $838 $868 $846 $814 $910 $955-$980 (-) Discontinued Products 1 (89) (53) (24) (3) (0) - Revenue (Excl. Discontinued Products) $749 $815 $823 $810 $910 $955-$980 Gross Profit, Reported $597 $621 $601 $588 $661 $688-$706 (-) Discontinued Products 1 (65) (38) (16) (2) 0 - Gross Profit (Excl. Discontinued Products) $532 $583 $585 $586 $661 $688-$706 % Revenue (Excl. Discontinued Products) 71.0% 71.6% 71.1% 72.3% 72.6% 72.0% Net Income / (Loss), Reported ($109) ($57) ($51) ($39) (+) D&A 212 119 106 99 (+) Interest Expense, net 142 142 135 125 (+/-) Income Tax Expense / (Benefit) (36) 19 26 10 EBITDA, Reported $208 $223 $217 $195 (+) Equity-Based Compensation 13 10 8 8 (+) Restructuring Costs 10 17 7 9 (+) Gain on Debt Ext. & Modification Expenses - - 7 1 (+) Non-Recurring Operating Expenses 2 6 5 1 0 (+/-) FX Gains/Losses and Other Expenses 3 (6) (6) 19 59 (-) Discontinued Products 1 (65) (38) (16) (2) Adj. EBITDA 4 $167 $211 $243 $269 $292 $310-$320 % Revenue (Excl. Discontinued Products) 22.3% 25.8% 29.5% 33.2% 32.1% 32-34% Revenue Adj. EBITDA Gross Profit 1 Represents the removal of the historical revenue and gross margin for discontinued products (e.g., Rights Managed, Thinkstock, Unauthorized Use). 2 Non - recurring expense related to the impairment of long - lived assets, accretion on leases, legal claim settlements and income / loss from equi ty investments . 3 Includes Gain/Losses on FX Currency, Gain/Losses on FV of Hedge Derivatives and Interest Income from Investments. 4 FY 2022E Adj. EBITDA includes ~$9mm of public company costs including BOD , D&O, additional headcount and audit and professional fees.
49 ($ in mm) Q3 2019 Q3 2020 Q3 2021 Revenue, Reported $209 $207 $235 (-) Discontinued Products 1 (7) (1) (0) Revenue (Excl. Discontinued Products) $203 $206 $235 Gross Profit, Reported $148 $151 $172 (-) Discontinued Products 1 (4) (1) 0 Gross Profit (Excl. Discontinued Products) $144 $150 $172 % Revenue (Excl. Discontinued Products) 71.0% 72.8% 73.3% Net Income / (Loss), Reported ($18) ($17) $31 (+) D&A 26 25 25 (+) Interest Expense, net 35 31 31 (+/-) Income Tax Expense / (Benefit) 34 15 8 EBITDA, Reported $77 $54 $96 (+) Equity-Based Compensation 2 2 2 (+) Restructuring Costs 2 1 (0) (+) Gain on Debt Ext. & Modification Expenses - - - (+) Non-Recurring Operating Expenses 2 1 (0) 0 (+/-) FX Gains/Losses and Other Expenses 3 (17) 20 (18) (-) Discontinued Products 1 (4) (1) 0 Adj. EBITDA $62 $76 $79 % Revenue (Excl. Discontinued Products) 30.5% 36.9% 33.8% Revenue Gross Profit Adj. EBITDA 1 Represents the removal of the historical revenue and gross margin for discontinued products (e.g., Rights managed, Thinkstock , a nd Unauthorized Use). 2 Non - recurring expense related to the impairment of long - lived assets, accretion on leases, legal claim settlements and income / loss from equi ty investments. 3 Includes Gain/Losses on FX Currency, Gain/Losses on FV of Hedge Derivatives, and Interest Income from Investments. GAAP vs. Non - GAAP Reconciliation (Cont’d)
50 • Produce and provide authentic visuals that represent diversity of thought, background and perspective • Preserve and promote historic content of under - represented communities, such as through the HBCU preservation project • Investments to combat algorithmic bias • Carbon efficient customer solution through reduced travel and in - market resources • Investment in sustained environmental coverage across climate, wildfires, deforestation, species impacts and corresponding political and social impacts • Leadership team with a combined nearly 300 years experience and >150+ years of tenure at Getty Images • Frequent, strict reporting requirements due to existing debt securities Environmental Social Governance Environmental, Social and Governance Considerations
51 51 The risks presented below are certain of the general risks related to the business, industry and ownership structure of Griff ey Global Holdings, Inc. and its subsidiaries (collectively, the “Company”) and are not exhaustive. The list below is qualified in its entirety by disclosures contained in future filings by the Company, its affiliates or by third parties with the United States Se curities and Exchange Commission (“SEC”). These risks speak only as of the date of the presentation, and neither the Company nor CC Neuberger Principal Holdings II undertake any obligation to update the disclosures contained herein. The risks highlighted in future filings with the SEC may differ significantly from and will be more extensive than those presented below. Additional r is ks related to the Company in connection with and following the consummation of the Business Combination are described above unde r “ Forward Looking Statements” and elsewhere under “Disclaimer”. In making any investment decision, you should rely solely upon independent investigations made by you. You acknowledge that you are not relying upon, and have not relied upon, any of the following summary of risks or any other statement, representation or warranty made by any person, firm or corporation, other than the statements, representations and warranties of the Company and CC Neuberger Principal Holdings II explicitly containe d i n any subscription agreement you enter into in connection with the contemplated investment. You acknowledge that you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an inv est ment in the Company, and you have sought such accounting, legal and tax advice as you have considered necessary to make an informed investment decision. Risks Related to the COVID - 19 Pandemic • The effect of the COVID - 19 pandemic on our operations, and the operations of our customers, partners and suppliers, could have a material adverse effect on our business, financial condition, cash flows and results of operations. • The impact of worldwide economic, political and social conditions may adversely affect our business and operating results. Operational Risks Relating to Our Business • Our business depends in large part on our ability to attract new and retain existing and repeat customers. • We may be unable to offer relevant quality and diversity of content to satisfy customer needs, including continued licensing of content owned by third parties, which may become unavailable to us on commercially reasonable terms or may not be available at all. • Our business is highly competitive, and we face intense competition from a number of companies, which could reduce our revenu es, margins and operating results. • We may be unsuccessful in executing our business strategy. • In order to continue to attract large corporate customers, we may encounter greater pricing pressure, and increased service, ind emnification and working capital requirements, each of which could increase our costs and harm our business and operating results. • Failure to achieve our projected cost savings could adversely affect our results of operations and eliminate potential fundin g f or growth. • We may lose the right to use “Getty Images” trademarks in the event we experience a change of control or otherwise exceed the pe rmitted usage of this trademark. • We operate in new and rapidly changing markets, which makes it difficult to evaluate our future prospects and may increase th e r isk that we will not be successful. • Expansion of our operations into new products, services and technologies, including content categories, is inherently risky a nd may subject us to additional business, legal, financial and competitive risks. • The manner in which our customers’ industries change could adversely affect our future revenues and limit our future growth p ros pects. • We rely on third parties to drive traffic to our website, and these providers may change their search engine algorithms or pr ici ng in ways that could negatively affect our business, results of operations, financial condition and prospects. • Our operation in and continued expansion into international markets is important for our business. As we continue to expand i nte rnationally, we face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs or otherwise limit our growth. • Unless we increase customer and supplier awareness of certain of our new and emerging products and services, our revenue may not continue to grow. • Our revenue and profitability may vary based on the mix of and basis upon which we license our content. • The impact of currency fluctuations could adversely and materially affect our business and results of operations. • We may be unable to adequately maintain, adapt and upgrade our websites and technology systems to ingest and deliver higher q uan tities of new content and allow existing and new customers to successfully search for our content. • We may not be able to continue the growth of our business at rates reflective of our historical growth rates or at all. • We may not meet our growth objectives and strategies, which may impact our competitiveness and results of operations. • We may not be successful in acquiring or integrating new content and product lines. Risks Relating to Personnel • The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new mem bers of our management team into our company could affect our ability to successfully grow our business. • We may be exposed to risks related to our use of independent contractors. Risks Related to Technology, Privacy and Intellectual Property • Technological interruptions have occurred in the past and could occur in the future, and these interruptions that impair acce ss to our websites or the efficiency of our websites and technology systems could damage our reputation and brand and adversely affect our results of operations. • Our failure to protect the proprietary information of our customers and our networks against security breaches could damage o ur reputation and expose us to liability and protracted and costly litigation. • Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights. • Our products and services may infringe on intellectual property rights of third parties, which could require us to incur subs tan tial costs and distract our management. Risk Factors
52 52 Risk Factors (Cont’d) Risks Relating to Legal and Regulatory Matters • An increase in government regulation of the industries and markets in which we operate, including with respect to the interne t a nd e - commerce, could have a negative impact on our business. • Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial co ndition and results of operations. • We collect, store, process, transmit and use personally identifiable information and other data, which subjects us to governm ent al regulation and other legal obligations related to privacy, information security and data protection in many jurisdictions .Any cybersecurity breaches or our actual or perceived failure to comply with such legal obligations by us, our th ird - party service providers or our partners, could harm our business. • We are subject to payments - related risks that may result in higher operating costs or the inability to process payments, either of which could harm our financial condition and results of operations. • If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings. • Our ability to obtain additional capital on commercially reasonable terms may be limited. • We are currently subject to various litigation matters, the unfavorable outcomes of which might have a material adverse effec t o n our financial condition, operating results and cash flow. Risks Related to CC Neuberger Principal Holdings II’s Securities • If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the mar ket price of CC Neuberger Principal Holdings II’s securities may decline after the closing of the Business Combination. • An active trading market for CC Neuberger Principal Holdings II’s Class A ordinary shares may not be available on a consisten t b asis to provide shareholders with adequate liquidity. The share price may be extremely volatile, and shareholders could lose a significant part of their investment. • CC Neuberger Principal Holdings II’s Class A ordinary shares may fail to meet the continued listing standards of The New York St ock Exchange (“NYSE”), and additional shares may not be approved for listing on NYSE. • Because the Company has no current plans to pay cash dividends for the foreseeable future, you may not receive any return on inv estment unless you sell your shares for a price greater than that which you paid for them. • If, following the business combination, securities or industry analysts do not publish or cease publishing research or report s a bout the Company, its business, or its market, or if they change their recommendations regarding the Company’s securities adversely, the price and trading volume of the Company’s securities could decline. Risks Related to CC Neuberger Principal Holdings II and the Business Combination • The combined company will incur significant increased expenses and administrative burdens as a public company, which could ha ve an adverse effect on its business, financial condition and results of operations. • The Post - Combination Company’s management team will have limited experience managing a public company. • CC Neuberger Principal Holdings II Sponsor LLC (“Sponsor”) and each of CC Neuberger Principal Holdings II’s officers and dire cto rs agreed to vote in favor of the Business Combination, regardless of how CC Neuberger Principal Holdings II’s other shareholders vote. • Since the Sponsor and CC Neuberger Principal Holdings II’s directors and executive officers have interests that are different , o r in addition to (and which may conflict with), the interests of CC Neuberger Principal Holdings II’s other shareholders, a conflict of interest may exist in determining whether the Business Combination with the Company is appropriate as CC Neuber ger Principal Holdings II’s initial business combination. Such interests include that the Sponsor and CC Neuberger Principal Holdings II’s directors and executive officers, may lose their entire investment if a business combination is not c omp leted, and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the proposed Business Combination, even if it is with a less favorable target company or on less favorable terms to sha reholders, rather than liquidate CC Neuberger Principal Holdings II. • The ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon th e e fforts of key personnel, some of whom may be from CC Neuberger Principal Holdings II and the Company, and some of whom may join the Post - Combination Company following the initial Business Combination. The loss of key personnel or the hirin g of ineffective personnel after the Business Combination could negatively impact the operations and profitability of the post - combination business. • CC Neuberger Principal Holdings II and the Company expect to incur significant transaction costs in connection with the Busin ess Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for corporate purposes by CC Neuberger Principal Holdings II if the Business Combinat ion s not completed. • As a private company, the Company has not been required to document and test its internal controls over financial reporting, nor has management been required to certify the effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, the Post - Combination Company m ay identify material weaknesses in its internal control over financial reporting which could lead to errors in the Post - Combination Company’s financial reporting, which could adversely affect the Post - Combination Company’s business and the market p rice of the Post - Combination Company’s securities. • The ability of CC Neuberger Principal Holdings II’s shareholders to exercise redemption rights with respect to a large number of outstanding CC Neuberger Principal Holdings II Class A ordinary shares could increase the probability that the Business Combination would be unsuccessful. • CC Neuberger Principal Holdings II is not required to obtain an opinion from an independent accounting or investment banking fir m, and consequently, CC Neuberger Principal Holdings II’s shareholders may have no assurance from an independent source that the price CC Neuberger Principal Holdings II is paying for the business is fair to CC Neuberger Princ ipa l Holdings II’s shareholders from a financial point of view. The CC Neuberger Principal Holdings II board has not obtained (as of the date of this presentation) a third - party valuation or financial opinion in determining whether to proceed wi th the Business Combination, and may not obtain such a valuation or opinion. • The Company’s operating and financial forecasts, which were presented to the CC Neuberger Principal Holdings II Board of Dire cto rs, may not prove accurate. • The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. • Past performance by CC Neuberger Principal Holdings II, including its management team and affiliates, may not be indicative o f f uture performance of an investment in CC Neuberger Principal Holdings II or the Post - Combination Company.