Common use of PIPE Clause in Contracts

PIPE. Buyer has delivered to the Company true, correct and complete copies of the each of the Subscription Agreements pursuant to which each PIPE Investor party thereto has committed, subject to the terms and conditions therein, to purchase shares of Buyer Class A Common Stock in the aggregate for an aggregate amount equal to the PIPE Investment. As of the date of this Agreement, each Subscription Agreement (a) is in full force and effect without amendment or modification, (b) is the valid, binding and enforceable obligations of Buyer and, to the knowledge of Buyer, each other party thereto (except, in any case, as may be limited by the Remedies Exception) and (c) has not been withdrawn, terminated or rescinded in any respect. There are no other side letters or Contracts between Buyer and any PIPE Investor relating to any Subscription Agreement, that would reasonably be expected to affect the obligations of the PIPE Investors to contribute to Buyer the applicable portion of the PIPE Investment set forth in the Subscription Agreements, and, to the knowledge of Buyer, no facts or circumstances exist 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 not being available to Buyer, on the Closing Date. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would (i) constitute a material default or breach on the part of Buyer or the PIPE Investors party to any Subscription Agreement, (ii) constitute a failure to satisfy a condition on the part of Buyer or the PIPE Investor party to a Subscription Agreement or (iii) result in any portion of the amounts to be paid by the PIPE Investors in accordance with the Subscription Agreements being unavailable on the Closing Date. As of the date of this Agreement, Buyer 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 this Agreement or the Additional Agreements) to the obligations of the PIPE Investors to contribute to Buyer the applicable portion of the PIPE Investment set forth in the Subscription Agreements on the terms therein. As of the date of this Agreement, Buyer has, and, to the knowledge of Buyer, each PIPE Investor that has executed a Subscription Agreement has complied with all of its obligations under such Subscription Agreement.

PIPE. Buyer has delivered PATY shall, prior to the Company trueClosing Date, correct enter into one or more transactions for the sale of PATY Common Stock to investors through private transactions (individually and complete copies collectively hereinafter referred to as a “PIPE”) on terms reasonably acceptable to each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (which consent shall not be unreasonably withheld). Any amounts raised through a PIPE up to an aggregate of $6,000,000 gross proceeds (hereinafter referred to as the “Initial PIPE Proceeds”) may only be used by PATY for working capital purposes including, without limitations, (i) the expenses associated with such PIPE or PIPEs and (ii) the satisfaction of accounts payable and expenses accrued in the ordinary course of its business. Notwithstanding anything herein to the contrary, none of the each of the Subscription Agreements PATY Common Stock issued or issuable pursuant to which each securities issued in exchange for the Initial PIPE Investor party thereto has committed, subject Proceeds (hereinafter referred to as the terms and conditions therein, to purchase shares of Buyer Class A Common Stock in the aggregate for an aggregate amount equal to the “Initial PIPE Investment. As of the date of this Agreement, each Subscription Agreement (aSecurities”) is in full force and effect without amendment or modification, (b) is the valid, binding and enforceable obligations of Buyer and, to the knowledge of Buyer, each other party thereto (except, in any case, as may shall be limited by the Remedies Exception) and (c) has not been withdrawn, terminated or rescinded in any respect. There are no other side letters or Contracts between Buyer and any PIPE Investor relating to any Subscription Agreement, that would reasonably be expected to affect the obligations of the PIPE Investors to contribute to Buyer the applicable portion of the PIPE Investment set forth in the Subscription Agreements, and, to the knowledge of Buyer, no facts or circumstances exist 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 not being available to Buyer, considered outstanding on the Closing DateDate for purposes of Section 2.2(a). As Any amounts raised by PATY through a PIPE in excess of an aggregate of $6,000,000 gross proceeds (hereinafter referred to as the date of this Agreement“Supplemental PIPE Proceeds” may be used for working capital purposes including, no event has occurred thatwithout limitation, with or without notice, lapse of time or both, would (i) constitute a material default or breach on the part of Buyer or the PIPE Investors party to any Subscription Agreementexpenses associated with such PIPE, and (ii) constitute a failure the satisfaction of accounts payable and expenses accrued in the ordinary course of its business, or repayment of debt associated with the ▇▇▇▇▇ Fargo Credit Line as PATY may determine, in its sole discretion. Notwithstanding anything herein to satisfy a condition the contrary, in no event shall the PATY Common Stock issued or issuable pursuant to securities issued in exchange for the Supplemental PIPE Proceeds (hereinafter referred to as the “Supplemental PIPE Securities”) be considered outstanding on the part Closing Date for purposes of Buyer Section 2.2(a), unless such Supplemental PIPE Proceeds are used by PATY to repay all or the PIPE Investor party to a Subscription Agreement or (iii) result in any portion of the amounts outstanding balance owed on the ▇▇▇▇▇ Fargo Line of Credit (as defined herein), in which case the Supplemental PIPE Securities yielding the Supplemental PIPE Proceeds used to repay the ▇▇▇▇▇ Fargo Line of Credit shall be paid by the PIPE Investors in accordance with the Subscription Agreements being unavailable considered outstanding on the Closing DateDate for purposes of Section 2.2(a). As If (and only if) the Supplemental PIPE Proceeds are used to repay the ▇▇▇▇▇ Fargo Line of Credit in its entirety, any additional Supplemental PIPE Proceeds may be reserved for use by PATY to pay the date of this Agreement, Buyer 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 Sonenshine Partners Fee (other than the conditions contained in this Agreement or the Additional Agreements) to the obligations of the PIPE Investors to contribute to Buyer the applicable portion of the PIPE Investment set forth as defined in the Subscription Agreements on Stockholders Agreement) and/or the terms therein. As of Dissenter Liability (as defined in the date of this Stockholders Agreement, Buyer has, and, to the knowledge of Buyer, each PIPE Investor that has executed a Subscription Agreement has complied with all of its obligations under such Subscription Agreement).