Common use of Additional Subscriptions Clause in Contracts

Additional Subscriptions. The Company acknowledges and agrees that Parent and Topco may seek, prior to the Closing, to agree with one or more holders of shares of Company Common Stock that are reasonably acceptable to Parent and SLR that, immediately prior to the Effective Time, each such holder shall subscribe for Topco Series A Preferred Units with the same economic rights described in the SLR Rollover Agreement as the Topco Series A Preferred Units issued to Parent Sponsor and SLR and at a price per Topco Series A Preferred Unit equal to the Per Share Merger Consideration (the “Additional Subscriptions”) and in, furtherance of the foregoing, the Company will provide Parent and Topco with a list of such potential holders no later than five (5) Business Days following the date that the Company first disseminates the Proxy Statement to the Company stockholders; provided that (a) each such holder shall be an “accredited investor” (as such term is defined in Regulation D promulgated under the Securities Act), (b) the aggregate dollar value (such amount, the “Total Additional Subscription Amount”) of all Additional Subscriptions (and Topco Series A Preferred Units to be issued in connection with the Additional Subscriptions) shall not exceed $3,500,000 (the “Additional Subscription Cap”), and (c) all cash paid to Topco in connection with the Additional Subscriptions shall thereafter be contributed from Topco to Parent; provided, further, in the event that the Additional Subscription Cap exceeds the Total Additional Subscription Amount (such excess amount, the “Additional Subscription Balance”), Parent Sponsor will have the right to subscribe for an additional number of Topco Series A Preferred Units immediately prior to the Effective Time with an aggregate value equal to the Additional Subscription Balance. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) days prior to the Closing, the holders of shares of Company Common Stock with whom it intends to seek participation in the Additional Subscriptions as described above in this Section 5.25, the Company shall use commercially reasonable efforts to permit Topco and Parent to contact such holders directly, and reasonably facilitate discussions between such holders and Parent, Topco and SLR with respect thereto.

Additional Subscriptions. The Company acknowledges 3.1 Subject to clause 3.2 and agrees that Parent clause 3.3, the Customer may, from time to time during any Subscription Term, purchase Optional Feature Subscriptions and Topco may seek, prior the Supplier shall grant access to the ClosingServices and the Documentation to such optional features in accordance with the provisions of this agreement. 3.2 If the Customer wishes to purchase Optional Feature Subscriptions, to agree with one or more holders of shares of Company Common Stock that are reasonably acceptable to Parent the Customer shall notify the Supplier in writing. The Supplier shall evaluate such requests and SLR that, immediately prior respond to the Effective TimeCustomer with approval or disapproval of the request (such approval not to be unreasonably withheld). 3.3 If the Supplier approves the Customer’s request to purchase Optional Feature Subscriptions, each the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such holder subscriptions as set out in paragraph 2 of Schedule 1 and, if such additional subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall subscribe be pro-rated for Topco Series A Preferred Units the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 3.4 Subject to clause 3.5 and clause 3.6, the Customer may, from time to time during any Subscription Term, purchase subscriptions for Additional Organisations and the Supplier shall grant access to the Services and the Documentation for the creation and management of Customer Data by these Additional Organisations in accordance with the same economic rights described provisions of this agreement. 3.5 If the Customer wishes to purchase subscriptions for Additional Organisations, the Customer shall notify the Supplier in the SLR Rollover Agreement as the Topco Series A Preferred Units issued to Parent Sponsor writing. The Supplier shall evaluate such requests and SLR and at a price per Topco Series A Preferred Unit equal respond to the Per Share Merger Consideration (the “Additional Subscriptions”) and in, furtherance Customer with approval or disapproval of the foregoingrequest (such approval not to be unreasonably withheld). 3.6 If the Supplier approves the Customer’s request to purchase subscriptions for Additional Organisations, the Company will provide Parent and Topco with a list Customer shall, within 30 days of such potential holders no later than five (5) Business Days following the date that of the Company first disseminates the Proxy Statement Supplier’s invoice, pay to the Company stockholders; provided that Supplier the relevant fees for such subscriptions as set out in paragraph 3 of Schedule 1 and, if such additional subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (a) each as applicable), such holder fees shall be an “accredited investor” pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as such term is defined in Regulation D promulgated under the Securities Actapplicable), (b) the aggregate dollar value (such amount, the “Total Additional Subscription Amount”) of all Additional Subscriptions (and Topco Series A Preferred Units to be issued in connection with the Additional Subscriptions) shall not exceed $3,500,000 (the “Additional Subscription Cap”), and (c) all cash paid to Topco in connection with the Additional Subscriptions shall thereafter be contributed from Topco to Parent; provided, further, in the event that the Additional Subscription Cap exceeds the Total Additional Subscription Amount (such excess amount, the “Additional Subscription Balance”), Parent Sponsor will have the right to subscribe for an additional number of Topco Series A Preferred Units immediately prior to the Effective Time with an aggregate value equal to the Additional Subscription Balance. The Company agrees that, to the extent that Parent has identified to the Company in writing, at least ten (10) days prior to the Closing, the holders of shares of Company Common Stock with whom it intends to seek participation in the Additional Subscriptions as described above in this Section 5.25, the Company shall use commercially reasonable efforts to permit Topco and Parent to contact such holders directly, and reasonably facilitate discussions between such holders and Parent, Topco and SLR with respect thereto.