Common use of PIPE Investment Amount Clause in Contracts

PIPE Investment Amount. Parent has made available to the Company prior to the Effective Date, correct and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, in connection with the transactions contemplated hereby, to purchase from Parent, shares of Parent Class A Stock for an aggregate investment of at least $200,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Date, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Date, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available delivered to the Company prior to the Effective Date, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) Agreements entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 350,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The As of the Closing Date, assuming (a) the funding of the full amount of the PIPE Investment AmountAmount in accordance with and subject to the satisfaction of the conditions of the Subscription Agreements, together (b) the accuracy in all material respects of the Company’s and the Stockholders’ Representative’s representations and warranties set forth in Article IV and Article V of this Agreement and compliance in all material respects by the Company with its covenants, agreements and obligations under Article VII of this Agreement, and (c) satisfaction of the condition set forth in Section 8.03(f), the aggregate amount in the Trust Account at the Closing, are, in the aggregate, of Available Cash will be sufficient to enable Parent to: (a) to pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge Knowledge, with respect to each PIPE InvestorInvestor as of the date hereof, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. Neither the execution nor delivery by Parent, or, to Parent’s Knowledge, any other party thereto, of, nor the performance of Parent’s, or, to Parent’s Knowledge, any other party’s obligations under, such Subscription Agreement violates any applicable Laws. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement that could would affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration or other discounts are payable or have been agreed by Parent or any of its Subsidiaries (including, from and after the Closing, the Company and its Subsidiaries) to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment Amount. Parent has made available Pursuant to, and on the terms and subject to the Company prior to the Effective Dateconditions of, correct and complete copies of each of the certain subscription agreements entered into on or prior to the Effective Date (together with any agreements or instruments with respect to any assignments or transfers contemplated therein or otherwise permitted thereby, and as they may be amended in accordance with the Subsequent Subscription Agreementsterms of this Agreement, the “Subscription Agreements”) entered into by Parent with and the applicable investors named therein (along collectively, with any investor who executes a Subsequent Subscription Agreementpermitted assignees or transferees, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, in connection with the transactions contemplated hereby, agreed to purchase from Parent, shares of Parent Class A Common Stock for an aggregate investment purchase price of at least $200,000,000 125,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent, except in each case for such assignments of subscription obligations contemplated by or permitted by the Subscription Agreements. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. There Other than as contemplated by or referred to in the Subscription Agreements, there are no other agreements, side letters, letters or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available to the Company prior to the Effective Dateexecution of this Agreement, correct and complete copies of each of the subscription agreements entered into on or prior to the Effective Date date hereof (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, in connection with the transactions contemplated hereby, to purchase from Parent, shares of Parent Class A Stock for an aggregate investment of at least $200,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”), at least $50,000,000 of which is in respect of such shares to be so purchased by one or more PIPE Investors set forth on Annex I to Section 5.13 of the Parent Disclosure Letter. The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available Pursuant to, and on the terms and subject to the Company prior to the Effective Dateconditions of, correct and complete copies of each of the certain subscription agreements entered into on or prior to the Effective Date (together with any agreements or instruments with respect to any assignments or transfers contemplated therein or otherwise permitted thereby, and as they may be amended in accordance with the Subsequent Subscription Agreementsterms of this Agreement, the “Subscription Agreements”) entered into by Parent with and the applicable investors named therein (along collectively, with any investor who executes a Subsequent Subscription Agreementpermitted assignees or transferees, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, in connection with the transactions contemplated hereby, agreed to purchase from Parent, shares of Parent Class A Common Stock for an aggregate investment purchase price of at least $200,000,000 1,239,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, are in the aggregate, aggregate sufficient to enable Parent to: (a) to pay all cash amounts required to be paid by Parent Parent, First Merger Sub and Second Merger Sub pursuant to this Agreement prior to or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactionsat Closing. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent, except in each case for such assignments of subscription obligations contemplated by or permitted by the Subscription Agreements. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. There Other than as contemplated by or referred to in the Subscription Agreements and except as set forth in Section 7.25 hereof, there are no other agreements, side letters, letters or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subject to Section 7.25 hereof. the Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available delivered to the Company prior to the Effective Datetrue, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 175,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, are in the aggregate, aggregate sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries at the Closing under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent at the Closing with respect to the Transactions. To Parent’s Knowledge Knowledge, with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent, except in each case for such assignments of subscription obligations contemplated by or permitted by the Subscription Agreements. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor, subject to the Remedies Exception. There Except as set forth on Section 5.13 of the Parent Disclosure Letter, there are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available to the Company prior to the Effective Dateexecution of this Agreement, correct and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) in the form attached hereto as Exhibit F, entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 250,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the The Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available to the Company prior to the Effective Dateexecution of this Agreement, correct and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) substantially in the form attached hereto as Exhibit H, entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 115,000,000.00 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, to the Knowledge of Parent, in the aggregate, aggregate sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge of Parent with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Knowledge of Parent’s Knowledge, each PIPE Investor. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available delivered to the Company prior to the Effective Datetrue, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 165,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, are in the aggregate, aggregate sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge Knowledge, with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. Neither the execution nor delivery by Parent or, to Parent’s Knowledge, any other party thereto nor the performance of Parent’s or, to Parent’s Knowledge, any other party’s obligations under such Subscription Agreement violates any applicable Laws. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration or other discounts are payable or have been agreed by Parent or any of its Subsidiaries (including, from and after the Closing, the Company (or after the Reorganization, Newco) and its Subsidiaries) to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment Amount. Parent has made available to the Company prior to the Effective DateExhibit H sets forth true, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 220,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, are in the aggregate, aggregate sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. The Subscription Agreements provide that the Stockholder Representative is a third-party beneficiary thereof and is entitled to enforce such agreements. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available delivered to the Company prior to the Effective Datetrue, correct and complete copies of each of the executed subscription agreements entered into on or prior to agreements, each substantially in the Effective Date forms attached hereto as Exhibit H (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is (i) a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor, and (ii) enforceable against Parent and, to Parent’s Knowledge, each PIPE Investor, except insofar as enforceability may be limited by the Remedies Exception. There Other than the other Transaction Agreements, there are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Date, and Parent does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Date, and Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Each Subscription Agreements contain Agreement contains all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available Pursuant to, and on the terms and subject to the Company prior to the Effective Date, correct and complete copies of each conditions of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, in connection with the transactions contemplated hereby, agreed to purchase from Parent, shares of Parent New PubCo Class A Stock Ordinary Shares for an aggregate investment purchase price of at least $200,000,000 111,500,000, (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with As of the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investordate hereof, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by ParentNew PubCo. Each Subscription Agreement is a legal, valid and binding obligation of Parent New PubCo and, to ParentNew PubCo’s Knowledge, each PIPE Investor, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. There Other than as expressly contemplated by or referred to in the Subscription Agreements, there are no other agreements, side letters, letters or arrangements between Parent and New PubCo and/or any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription AgreementsAgreements in accordance with the terms and conditions of the Subscription Agreement, and, as of the Effective Datedate here-of, Parent New PubCo does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to ParentNew PubCo, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent New PubCo under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent New PubCo has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent Purchaser has made available delivered to the Company prior to the Effective Date, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “including all exhibits, schedules and annexes to such Subscription Agreements”) , entered into by Parent Purchaser with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Purchaser in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 400,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and and, to Purchaser’s Knowledge, no withdrawal, termination, amendment or modification is contemplated by Parentany party thereto. Each Subscription Agreement is a legal, valid and binding obligation of Parent Purchaser and, to ParentPurchaser’s Knowledge, each PIPE Investor, and enforceable in accordance with their terms except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Neither the execution nor delivery by Purchaser, or, to Purchaser’s Knowledge, any other party thereto, of, nor the performance of Purchaser’s, or, to Purchaser’s Knowledge, any other party’s obligations under, such Subscription Agreement violates any applicable Laws. There are no other agreements, side letters, or arrangements between Parent Purchaser and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription AgreementsAgreement, and, as of the Effective Datedate hereof, Parent Purchaser does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to ParentPurchaser, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a material default or breach on the part of Parent Purchaser, or to Purchaser’s Knowledge, on the part of any PIPE Investor, under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent Purchaser has no reason to believe that it or each PIPE Investor will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement or the other Transaction Ancillary Agreements) to the obligations of the PIPE Investors to contribute to Parent Purchaser the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration or other discounts are payable or have been agreed by Purchaser or any of its Subsidiaries (including, from and after the Closing, the Target Companies) to any PIPE Investor in respect of its PIPE Investment, and there are no contingencies that would permit a PIPE Investor to reduce the total amount of the PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment Amount. Parent has made available delivered to the Company prior to the Effective Datetrue, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreement, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least two hundred ten million dollars ($200,000,000 210,000,000) (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge Knowledge, with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, modified in any respectrespect (it being understood that an assignment of any PIPE Investor’s rights and obligations in accordance with the terms of the applicable Subscription Agreement or any action permitted by Section 7.20 shall not be deemed a violation of the foregoing), and no withdrawal, termination, amendment or modification is contemplated by Parent, except in each case for such assignments of subscription obligations contemplated by or permitted by the Subscription Agreements or permitted by Section 7.20. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor, subject to the Remedies Exception. There Except as set forth on Section 5.13 of the Parent Disclosure Letter, there are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any material term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available Pursuant to, and on the terms and subject to the Company prior to the Effective Dateconditions of, correct and complete copies of each of the certain subscription agreements entered into on or prior to the Effective Date (together with any agreements or instruments with respect to any assignments or transfers contemplated therein or otherwise permitted thereby, and as they may be amended in accordance with the Subsequent Subscription Agreementsterms of this Agreement, the “Subscription Agreements”) entered into by Parent with and the applicable investors named therein (along collectively, with any investor who executes a Subsequent Subscription Agreementpermitted assignees or transferees, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, in connection with the transactions contemplated hereby, agreed to purchase from Parent, shares of Parent Class A Common Stock for an aggregate investment purchase price of at least $200,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, in the aggregate, sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent, except in each case for such assignments of subscription obligations contemplated by or permitted by the Subscription Agreements. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. There Other than as contemplated by or referred to in the Subscription Agreements, there are no other agreements, side letters, letters or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available to the Company prior to the Effective DateExhibit F sets forth true, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 400,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, are in the aggregate, aggregate sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. The Subscription Agreements provide that the Stockholder Representative is a third-party beneficiary thereof and is entitled to enforce such agreements. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Datedate hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available to the Company prior to the Effective DateExhibit I sets forth true, correct accurate and complete copies of each of the subscription agreements entered into on or prior to the Effective Date (together with the Subsequent Subscription Agreements, the “Subscription Agreements”) entered into by Parent with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Parent in connection with the transactions contemplated hereby, to purchase from Parent, shares of Parent Class A Stock for an aggregate investment amount of at least $200,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreementsuch amount, the “PIPE Investment Amount”). The PIPE Investment Amount, together with the amount in the Trust Account at the Closing, are, are in the aggregate, aggregate sufficient to enable Parent to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with this Agreement; and (b) pay any and all fees and expenses of or payable by Parent with respect to the Transactions. To Parent’s Knowledge with With respect to each PIPE Investor, the Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to Parent’s Knowledge, each PIPE Investor. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as Agreements and Parent is not aware of the Effective Date, Parent does not know existence of any facts fact or circumstances event that may reasonably be expected to cause such obligations not to be satisfied or would result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, Parent on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the Effective Datedate hereof, Parent has no reason to believe that it or any counterparty to a Subscription Agreement will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

PIPE Investment Amount. Parent has made available to Schedule 7.13 of the Company prior to the Effective DateAcquiror Disclosure Letter sets forth a true, correct accurate and complete copies list of each of the subscription agreements entered into on or prior to (each substantially in the Effective Date (together with the Subsequent Subscription Agreementsform attached hereto as Exhibit G, the a “Subscription AgreementsAgreement”) entered into by Parent Acquiror as of the date hereof with the applicable investors named therein (along with any investor who executes a Subsequent Subscription Agreementcollectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed, committed to provide equity financing to Acquiror in connection with the transactions contemplated hereby, to purchase from Parent, shares aggregate amount of Parent Class A Stock for an aggregate investment of at least $200,000,000 150,000,000 (along with any Subsequent PIPE Investment made pursuant to a Subsequent Subscription Agreement, the “PIPE Investment Amount”). Acquiror has delivered, or will deliver promptly after the execution and delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, to the Company true, complete and correct copies of the executed Subscription Agreements. The PIPE Investment Amount, when fully funded in accordance with the Subscription Agreements, together with the amount in the Trust Account at as of the Closingdate hereof (not accounting for any Acquiror Shareholder Redemptions effected after the date hereof), are, are in the aggregate, aggregate sufficient to enable Parent Acquiror to: (a) pay all cash amounts required to be paid by Parent or its Subsidiaries under or in connection with Acquiror at the Closing pursuant to this Agreement; and (b) pay any and all fees and expenses of or payable by Parent Acquiror at the Closing with respect to the Transactions, including the Acquiror Transaction Costs and the Company Transaction Costs (assuming for the purposes of this representation and warranty that the Acquiror Transaction Costs and the Company Transaction Costs do not exceed $60,000,000 in the aggregate). To Parent’s Knowledge with respect to each PIPE Investor, the The Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parentrespect as of the date of this Agreement. Each Subscription Agreement is (A) a legal, valid and binding obligation of Parent Acquiror and, to ParentAcquiror’s Knowledge, each PIPE Investor, and (B) enforceable against Acquiror and, to Acquiror’s Knowledge, each PIPE Investor, subject to the Remedies Exception. There are no other agreements, side letters, or arrangements between Parent Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of the PIPE Investors to contribute to Parent Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the Effective Date, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent Acquiror under any material term or condition of any Subscription Agreement and, as of the Effective Date, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of the PIPE Investors to contribute to Parent Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.