Common use of PIPE Investment Clause in Contracts

PIPE Investment. Concurrently with the execution of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided to the Company on or prior to the date of this Agreement, pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror or, to Acquiror’s knowledge, by any PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investor to pay to Acquiror the applicable portion of the PIPE Investment Amount set forth in such Subscription Agreement as and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror does not know of any fact or circumstance that would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror 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 Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment. Concurrently (a) R▇▇▇▇ has delivered to the Target Companies true, correct and complete copies of each of the Subscription Agreements entered into by Newco with the execution of this Agreement, Acquiror has entered into Subscription Agreements with applicable PIPE Investors, true and correct copies of which have been provided to the Company on or prior to the date of this AgreementInvestors named therein, pursuant to which, and on which the terms and subject to the conditions of which, such PIPE Investors have agreedcommitted to provide equity financing to Newco solely for purposes of consummating the Transactions in the aggregate amount of $7,500,000 (the “PIPE Investment Amount”). To the Knowledge of Rigel, in connection with respect to each PIPE Investor, the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable with such PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror orN▇▇▇▇. Each Subscription Agreement is a legal, valid and binding obligation of Newco and, to Acquiror’s knowledgethe Knowledge of Rigel, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. The Subscription Agreements provide that the Target Companies are third-party beneficiaries thereof and are entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror Newco or any of its Affiliates, on the one hand, and any PIPE Investor relating to any Subscription Agreement Investor, on the other hand, that could affect the obligation of such PIPE Investor Investors to pay contribute to Acquiror Newco the applicable portion of the PIPE Investment Amount set forth in such the Subscription Agreement as and when due pursuant to the terms thereofof such PIPE Investors, and, as of the date hereof, Acquiror does not know to the Knowledge of any fact Rigel, there are no facts or circumstance circumstances that would may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement with respect to the PIPE Investment not being satisfied as of the Closing (as defined in such Subscription Agreement) satisfied, or the PIPE Investment Amount not being available in full to Acquiror Newco, on the Closing Date. No event has occurred that (that, with or without notice, lapse of time or both) , would constitute a default or breach on the part of Acquiror Newco under any material term or condition of any Subscription Agreement with respect to the PIPE Investment and, as of the date hereof, Acquiror none of Newco or any of its Affiliates has no any reason to believe that it Newco will be unable to perform or satisfy, or cause to be performed or satisfied, satisfy in all material respects on a timely basis any obligation term or condition to closing to be satisfied by it or any condition, in each case, Newco contained in any Subscription Agreement with respect to the PIPE Investment. The Subscription Agreements with respect to the PIPE Investment contain all of the conditions precedent (other than the conditions contained in this Agreement. ) to the obligations of the PIPE Investors to contribute to Newco the applicable portion of the PIPE Investment Amount set forth in such Subscription Agreements on the terms therein. (b) No fees, consideration or other discounts areare payable or have been agreed by R▇▇▇▇, Newco or will beany of their respective Subsidiaries (including, payable from and after the Closing, the Target Group Companies) to any PIPE Investor in respect of its the PIPE Investment, except as set forth in the Subscription AgreementsAgreements with respect to the PIPE Investment.

PIPE Investment. Concurrently with the execution of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided delivered to the Company on or prior to Parties true, correct and complete copies of each of the date of this AgreementSubscription Agreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors”), pursuant to which, and on which the terms and subject to the conditions of which, such PIPE Investors have agreedcommitted to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreements are in connection with the transactions full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, and no withdrawal, termination, amendment or modification is contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable each PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror any party thereto, nor the performance of Acquirorany party’s obligations under any such Subscription Agreement violates, or will at the Closing violate, violates any Laws. Each The Subscription Agreement Agreements provide that BB is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror or, to Acquiror’s knowledge, by any PIPE Investora third-party beneficiary thereof. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Acquiror, that could affect the obligation of such the PIPE Investor Investors to pay contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in such the Subscription Agreement as and when due pursuant to the terms thereofAgreements, and, as of the date hereof, Acquiror does not know of any fact facts or circumstance circumstances that would may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement Agreements not being satisfied as of the Closing (as defined in such Subscription Agreement) satisfied, or the PIPE Investment Amount not being available in full to Acquiror Acquiror, on the Closing Date. No event has occurred that (that, with or without notice, lapse of time or both) , would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, satisfy in all material respects on a timely basis any obligation term or condition of closing to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the Transactions) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration or other discounts areare payable or have been agreed by Acquiror or any of its Affiliates (including, or will befrom and after the Closing, payable the Surviving Entities and their respective Subsidiaries) to any PIPE Investor in respect of its portion of the PIPE InvestmentInvestment Amount, except as set forth in the Subscription Agreements.

PIPE Investment. Concurrently with the execution of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided delivered to the Company on or prior to true, correct and complete copies of each of the PIPE Subscription Agreements entered into by the Acquiror with the applicable PIPE Investors named therein as of the date of this Agreement, pursuant to which, and on which the terms and subject PIPE Investors committed to provide equity financing to the conditions Acquiror solely for purposes of which, such consummating the Transactions in the aggregate amount of $300,000,000 ($50,000,000 of which has been committed by the Sponsor) (the “PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000Investment Amount”). Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as As of the date hereofof this Agreement, no withdrawalother than the PIPE Subscription Agreement, terminationthis Agreement and the Ancillary Agreements (with respect to Sponsor and Acquiror), amendment or modification is contemplated by Acquiror or, to Acquiror’s knowledge, by any PIPE Investor. There there are no other agreements, side letters, or arrangements between the Acquiror and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investor Investors to pay contribute to the Acquiror the applicable portion of the PIPE Investment Amount set forth in such the PIPE Subscription Agreement as and when due pursuant to the terms thereof, and, as of such PIPE Investors. As of the date hereofof this Agreement, Acquiror does not know assuming the due authorization, execution and delivery by each other party, all of any fact the PIPE Subscription Agreements are valid, binding and in full force and effect in all material respects, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and by Laws relating to the availability of specific performance, injunctive relief or circumstance that would reasonably be expected to result other equitable remedies. As of the date of this Agreement, no PIPE Subscription Agreement has been withdrawn or terminated, amended or modified in writing in any respect. As of the conditions set forth in any Subscription Agreement not being satisfied as date of this Agreement, none of the Closing Acquiror or any of its Subsidiaries (as defined in nor, to the knowledge of the Acquiror, any other party to any such PIPE Subscription Agreement) or is or, with the PIPE Investment Amount not being available in full to Acquiror on the Closing Date. No event has occurred that (with or without giving of notice, the lapse of time or both) , would constitute a be in default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Subscription Agreements.

PIPE Investment. Concurrently with the execution of this Agreement, Acquiror Novus has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided delivered to the Company on or prior to true, correct and complete copies of each of the date of this AgreementSubscription Agreements entered into by Novus with the applicable investors named therein (collectively, the “PIPE Investors”), pursuant to which, and on which the terms and subject to the conditions of which, such PIPE Investors have agreed, committed to purchase shares of Novus Common Stock at a purchase price of $10.00 per share in connection with the Private Placement solely for purposes of consummating the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for hereby in an aggregate amount which, when added at least equal to the proceeds under Minimum PIPE Commitment (such arrangement, the SAFE Note, is equal to $125,000,000“PIPE Investment”). Each The Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable with each PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror orNovus. Each Subscription Agreement is a legal, valid and binding obligation of Novus, enforceable against Novus in accordance with its terms subject to the Remedies Exceptions and, to Acquiror’s knowledgethe knowledge of Novus, by any is a legal, valid and binding obligation of each PIPE Investor, enforceable against each PIPE Investor in accordance with its terms subject to the Remedies Exceptions. There are no other agreements, side letters, or arrangements between Acquiror Novus and any PIPE Investor relating to any Subscription Agreement or the Private Placement that could affect the obligation of such PIPE Investor Investors to pay purchase the shares of Novus Common Stock in the Private Placement equal to Acquiror the applicable portion of the PIPE Investment Amount commitment amount set forth in such the Subscription Agreement as and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror does not know of any fact or circumstance that would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror on the Closing DateInvestor. No event has occurred that (that, with or without notice, lapse of time or both) , would constitute a default or breach on the part of Acquiror Novus under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror Novus has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, satisfy in all material respects on a timely basis any obligation term or condition of closing to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. No fees, consideration or The Subscription Agreements contain all of the conditions precedent (other discounts are, or will be, payable than the conditions contained in the other Ancillary Agreements) to any the obligations of the PIPE Investor Investors to purchase the shares of Novus Common Stock in respect of its PIPE Investment, except as the Private Placement in commitment amount set forth in the Subscription AgreementsAgreements on the terms therein.

PIPE Investment. Concurrently with the execution of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided delivered to the Company on or prior to true, correct and complete copies of each of the date of this AgreementSubscription Agreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors”), pursuant to which, and on which the terms and subject to the conditions of which, such PIPE Investors have agreed, committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in connection with the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an aggregate amount which, when added to of $250,000,000 (the proceeds under the SAFE Note, is equal to $125,000,000“PIPE Investment Amount”). Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to To the knowledge of Acquiror, with respect to each PIPE Investor, the applicable Subscription Agreement with such PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror orand, to the knowledge of Acquiror’s knowledge, by any each PIPE Investor. The Subscription Agreements provide that the Company is a party thereto and is entitled to enforce such agreements against the PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investor Investors to pay contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in such the Subscription Agreement as and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror does not know of any fact or circumstance that would reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied as of the Closing (as defined in such Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror on the Closing DateInvestor. No event has occurred that (that, with or without notice, lapse of time or both) , would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, satisfy in all material respects on a timely basis any obligation term or condition of closing to be satisfied by it or any condition, in each case, contained in any Subscription Agreement. No fees, consideration or The Subscription Agreements contain all of the conditions precedent (other discounts are, or will be, payable than the conditions contained in the other Ancillary Agreements) to any the obligations of the PIPE Investor in respect Investors to contribute to Acquiror the applicable portion of its the PIPE Investment, except as Investment Amount set forth in the Subscription AgreementsAgreements on the terms therein.

PIPE Investment. Concurrently with the execution of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided delivered to the Company on or prior true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable investors named therein (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $700,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, as of the date of this Agreement, pursuant to whichthe Subscription Agreements are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, and on the terms and subject to the conditions of whichno withdrawal, such PIPE Investors have agreedtermination, in connection with the transactions amendment or modification is contemplated hereby, to purchase Acquiror Class A Shares from Acquiror for an amount which, when added to the proceeds under the SAFE Note, is equal to $125,000,000by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, the applicable each PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror any party thereto, nor the performance of Acquirorany party’s obligations under any such Subscription Agreement violates, or will at the Closing violate, violates any Laws. Each The Subscription Agreement Agreements provide that the Company is in full force a third party beneficiary thereof and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of is entitled to enforce such agreements against the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror or, to Acquiror’s knowledge, by any PIPE Investor. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement Agreement, that could affect the obligation of such the PIPE Investor Investors to pay contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in such the Subscription Agreement as and when due pursuant to the terms thereofAgreements, and, as of the date hereof, Acquiror does not know of any fact facts or circumstance circumstances that would may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied as of the Closing (as defined in such Subscription Agreement) satisfied, or the PIPE Investment Amount not being available in full to Acquiror Acquiror, on the Closing Date. No event has occurred that (that, with or without notice, lapse of time or both) , would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, satisfy in all material respects on a timely basis any obligation term or condition of closing to be satisfied by it or any condition, in each case, 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 Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No representation or warranty pursuant to this Section 5.13 is given with respect to the Subscription Agreement between Acquiror and Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., CVC ASM Holdco, L.P., BC Eagle Holdings, L.P., Sponsor or JCP ASM Holdco, L.P., respectively. No fees, consideration or other discounts areare payable or have been agreed by Acquiror or any of its Subsidiaries (including, or will befrom and after the Closing, payable 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. Concurrently with Prior to the execution of this Agreement, Acquiror Purchaser has entered into one or more subscription or securities purchase agreements (each a “PIPE Subscription Agreements Agreement”) with investors (each a “PIPE InvestorsInvestor”), true and correct copies of which have been provided to the Company Seller on or prior to the date of this Agreement, pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase Acquiror Class from Purchaser shares of Purchaser Series A Shares from Acquiror Convertible Preferred Stock for an aggregate investment amount which, when added to the proceeds under the SAFE Note, is equal to of $125,000,00060,000,000 (“PIPE Investment Amount”). The Purchaser represents that: (i) Each PIPE Subscription Agreement is a legal, valid and binding obligation of Acquiror Purchaser and, to the knowledge of AcquirorPurchaser, the applicable PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror Purchaser nor the performance of AcquirorPurchaser’s obligations under any such PIPE Subscription Agreement violates, or will at the Closing violate, any Laws. Each PIPE Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror Purchaser or, to AcquirorPurchaser’s knowledge, by any PIPE Investor. ; (ii) There are no other agreements, side letters, or arrangements between Acquiror Purchaser and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investor to pay to Acquiror Purchaser the applicable portion of the PIPE Investment Amount set forth in such PIPE Subscription Agreement as and when due pursuant to the terms thereof, and, as of the date hereof, Acquiror and Purchaser does not know of any fact or circumstance that would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied as of the Closing (as defined in such PIPE Subscription Agreement) or the PIPE Investment Amount not being available in full to Acquiror Purchaser on the Closing Date. ; (iii) No event has occurred that (with or without notice, lapse of time or both) would constitute a default or breach on the part of Acquiror Purchaser under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Acquiror and Purchaser has no reason to believe that it Purchaser will be unable to perform or satisfy, or cause to be performed or satisfied, on a timely basis any obligation to be satisfied by it or any condition, in each case, contained in any PIPE Subscription Agreement. ; and (iv) No fees, consideration or other discounts are, or will be, payable to any PIPE Investor in respect of its PIPE Investment, except as set forth in the PIPE Subscription Agreements.

PIPE Investment. Concurrently Section 6.14(a) of the Merger Agreement is hereby deleted in its entirety and replaced with the execution following: (a) As of this Agreementthe First Amendment Date, Acquiror has entered into Subscription Agreements with PIPE Investors, true and correct copies of which have been provided delivered to the Company on or prior to true, correct and complete copies of each of the date of this AgreementOriginal Subscription Agreements and Additional Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which, and on which the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with committed to provide equity financing to Acquiror solely for purposes of consummating the transactions contemplated hereby, to purchase Acquiror Class A Shares from Acquiror Transactions for an amount which, when added to aggregate gross purchase price of $147,510,000 (the proceeds under “PIPE Investment Amount”). As of the SAFE Note, is equal to $125,000,000. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror andFirst Amendment Date, to the knowledge of Acquiror, with respect to each PIPE Investor, the applicable Original Subscription Agreement or Additional Subscription Agreement, as applicable, with such PIPE Investor party thereto, and neither the execution or delivery thereof by Acquiror nor the performance of Acquiror’s obligations under any such Subscription Agreement violates, or will at the Closing violate, any Laws. Each Subscription Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and as of the date hereof, no withdrawal, termination, amendment or modification is contemplated by Acquiror. As of the First Amendment Date, each Original Subscription Agreement and Additional Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by Acquiror or, to the knowledge of Acquiror’s knowledge, any other party thereto nor the performance by Acquiror or, to the knowledge of Acquiror, any PIPE Investorother party thereto of its obligations under any such Subscription Agreement violates or will violate any Laws. There As of the First Amendment Date, there are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any that modifies the economic terms of such Original Subscription Agreement or Additional Subscription Agreement or that could reasonably be expected to affect the obligation of such PIPE Investor to pay contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in such the Original Subscription Agreement as and when due pursuant to the terms thereofor Additional Subscription Agreement of such PIPE Investor, and, as of the date hereofFirst Amendment Date, Acquiror does not know to the knowledge of any fact Acquiror, there are no facts or circumstance circumstances that would may reasonably be expected to result in any of the conditions set forth in any Original Subscription Agreement or Additional Subscription Agreement not being satisfied as of the Closing (as defined in such Subscription Agreement) satisfied, or the PIPE Investment Amount not being available in full to Acquiror Acquiror, on the Closing Date. No As of the First Amendment Date, no event has occurred that (that, with or without notice, lapse of time or both) , would constitute a default or breach on the part of Acquiror under any material term or condition of any Original Subscription Agreement or Additional Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to perform or satisfy, or cause to be performed or satisfied, satisfy in all material respects on a timely basis any obligation term or condition to closing to be satisfied by it or any condition, in each case, contained in any Original Subscription Agreement or Additional Subscription Agreement. No The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein, subject to the Enforceability Exceptions. (b) As of the First Amendment Date, no fees, consideration or other discounts areare payable or have been agreed by Acquiror or any of its Subsidiaries (including, or will befrom and after the Closing, payable the Surviving Corporation and its Subsidiaries) to any PIPE Investor in respect of its PIPE Investment, except as set forth in the Original Subscription Agreements and the Additional Subscription Agreements.