Common use of PIPE Securities Clause in Contracts

PIPE Securities. The Investors hereby acknowledge that the Company has granted registration rights to investors (the “PIPE Investors”) with respect to the PIPE Securities pursuant to the PIPE Registration Rights Agreement (together with the Subscription Agreements entered into by the PIPE Investors simultaneously with the PIPE Registration Rights Agreement (the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Seller Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and 2.2.2 hereof), and the Company shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Seller Securities or withdraw any Registration Statement for any Registrable Securities or Seller Securities if such registration has restricted or impaired the ability of the Company to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.”

PIPE Securities. The Investors hereby acknowledge that the Company has granted Pubco and the SPAC may prior to the Closing grant registration rights to investors (the “PIPE Investors”) Investors with respect to the PIPE Securities pursuant to in the subscription agreements entered into for the PIPE Registration Rights Agreement (together with the Subscription Agreements Investment or a registration rights agreement to be entered into by between the Pubco or the SPAC, on one hand, and PIPE Investors simultaneously with Investors, on the PIPE Registration Rights Agreement other hand, in connection therewith (collectively, the “PIPE Documents”). The Investors hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company SPAC or the Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Seller Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and 2.2.2 hereof), and the Company Pubco or the SPAC, as the case may be, shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Seller Securities or withdraw any Registration Statement for any Registrable Securities or Seller Securities if such registration Registration has restricted or impaired the ability of the Company Pubco or the SPAC, as the case may be, to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.”

PIPE Securities. The Investors hereby acknowledge that the Company Purchaser has granted granted, or may prior to the Closing grant, registration rights to investors (the “PIPE Investors”) Investors with respect to the PIPE Securities pursuant to in the subscription agreements entered into for the PIPE Registration Rights Agreement (together with the Subscription Agreements Investment or a registration rights agreement to be entered into by between the Purchaser and PIPE Investors simultaneously with the PIPE Registration Rights Agreement in connection therewith (collectively, the “PIPE Documents”). The Investors Holders hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company Purchaser or Pubco to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Seller Founder Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 and 2.2.2 hereof), and the Company Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Seller Insider Securities or withdraw any Registration Statement for any Registrable Securities or Seller Insider Securities if such registration Registration has restricted or impaired the ability of the Company Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.”

PIPE Securities. The Investors Holders hereby acknowledge that the Company Purchaser has granted granted, or may prior to the Closing grant, registration rights to investors (the “PIPE Investors”) Investors with respect to the PIPE Securities pursuant to in the subscription agreements entered into for the PIPE Registration Rights Agreement (together with the Subscription Agreements Investment or a registration rights agreement to be entered into by between the Purchaser and PIPE Investors simultaneously with the PIPE Registration Rights Agreement in connection therewith (collectively, the “PIPE Documents”). The Investors Holders hereby acknowledge and agree that nothing in this Agreement shall restrict or impair, or would reasonably be expected to restrict or impair, the ability of the Company Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities (and such PIPE Securities shall take priority and precedence over any of the Registrable Securities or Seller Insider Securities with respect to the provisions of this Agreement, including the provisions of Sections 2.1.4 2.1.1, 2.2.4 and 2.2.2 2.3.2 hereof), and the Company Purchaser shall be entitled without violation or breach of, or liability under, this Agreement to refuse to register any Registrable Securities and Seller Insider Securities or withdraw any Registration Statement for any Registrable Securities or Seller Insider Securities if such registration Registration has restricted or impaired the ability of the Company Purchaser to fulfill its registration obligations under the PIPE Documents with respect to the PIPE Securities.”