Common use of Back-Stop Clause in Contracts

Back-Stop. The amounts required to be paid to Yellowstone by Subscriber pursuant to the Subscription Agreement shall be in lieu of and replace in its entirety Yellowstone’s obligation to deliver satisfactory evidence of the receipt of the Back-Stop Amount. For the avoidance of doubt, (i) amounts actually funded by the Subscriber pursuant to the Subscription Agreement (the “Subscription Payment”) shall be counted as part of the aggregate gross purchase price actually received by Yellowstone as part of the PIPE Financing Amount under the Transaction Agreement and (ii) the full amount of the Subscription Payment shall be funded in accordance with the terms and conditions of the Subscription Agreement, irrespective of the amounts that otherwise may have been required to make up the deficit between the Available Buyer Funding and the Minimum Available Buyer Funding Amount required pursuant to Section 6.3(e) of the Transaction Agreement.